Common use of Foreign Taxes Clause in Contracts

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter shall be made free and clear of and without withholding or deduction for or on account of any and all taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxes, the taxes being called “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes are required to be withheld or deducted cannot be paid or remittedfrom any amounts so payable to any Bank hereunder, then the amounts so payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (fails to remit to the “Additional Amount”); providedAdministrative Agent, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in for the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority affected Banks, the required receipts or other than required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by reason such Banks as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, hereunder to an Underwriter shall be made free and clear of and without withholding or deduction for or on account of any and all taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, in which the Bank NAB has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxestaxes described in this sentence except those described in clauses (i) through (iii) thereof, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.

Foreign Taxes. Any amounts payable hereunderIf the Loan is bearing interest at the Eurodollar Rate, other than all payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made by Borrower hereunder shall be made free and clear of of, and without withholding or deduction reduction for or on account of, Foreign Taxes, excluding, in the case of Lender, Foreign Taxes measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender is resident or organized, or any political subdivision thereof and, in the case of Lender, taxes measured by its overall net income, and all taxesfranchise taxes imposed on it, levies, imposts, duties, charges or fees by the jurisdiction of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia Lender's lending office or any political subdivision thereof or by in which Lender is resident or engaged in business. If any jurisdictionnon-excluded Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder, other than the United States amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all non-excluded Foreign Taxes) interest or any taxing authority or political subdivision thereof, in which such other amounts payable hereunder at the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, rate or in which such Underwriter the amounts specified hereunder. Whenever any non-excluded Foreign Tax is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure payable pursuant to Applicable Law by such Underwriter Borrower, Borrower shall send to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all Lender an original official receipt showing payment of such non-excluded Foreign Tax or other evidence of payment reasonably satisfactory to Lender. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such non-excluded Foreign Tax when due to the “Foreign Taxes”). If, appropriate taxing authority or any failure by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased Borrower to such amounts as are necessary to yield and remit to such Underwriter amounts whichLender the required receipts or other required documentary evidence, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that Lender or any successor and/or assign of Lender is not incorporated under the laws of the United States of America or a state thereof Lender agrees that, prior to the first date on which any payment is due such payment entity hereunder, it will deliver to Borrower (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or compensation W-8ECI or successor applicable form, as the case may be, certifying in each case that such entity is subject entitled to receive payments under the Note, without deduction or withholding of any United States federal income taxes, or (ii) an Internal Revenue Service Form W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each entity required to deliver to Borrower a Form W-8BEN or W-8ECI or Form W-9 pursuant to the preceding sentence further undertakes to deliver to Borrower two further copies of the said letter and W-8BEN or W-8ECI or Form W-9, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such letter or form expires (which, in the case of the Form W-8ECI, is the last day of each U.S. taxable year of the non-U.S. entity) or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower, and such other extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such entity is entitled to receive payments under the Note without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such entity from duly completing and delivering any such letter or form with respect to it and such entity advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-9, establishing an exemption from United States backup withholding tax. Notwithstanding the foregoing, if such entity fails to provide a duly completed Form W-8BEN or W-8ECI or other applicable form and, under Applicable Law, in order to avoid liability for Foreign Taxes, Borrower is required to withhold on payments made to such entity that has failed to provide the applicable form, Borrower shall be entitled to withhold the appropriate amount of Foreign Tax by reason Taxes. In such event, Borrower shall promptly provide to such entity evidence of payment of such Underwriter being connected Foreign Taxes to the appropriate taxing authority and shall promptly forward to such entity any official tax receipts or other documentation with respect to the jurisdiction payment of the Taxing Authority other than Foreign Taxes as may be issued by reason of merely receiving payment hereunderthe taxing authority.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal made by the Company or premiumany Selling Shareholder under this Agreement, if any, in respect of any of the Securities, to an Underwriter shall will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxes, levies, imposts, duties, assessments or governmental charges of whatever nature imposed or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed levied by or on behalf of Australia Bermuda, Mauritius, Singapore or India or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority thereof or political subdivision thereoftherein unless the Company or any of the Selling Shareholders is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company or the relevant Selling Shareholder, as applicable, will pay such additional amounts as will result, after such withholding or deduction, in which the Bank has a branchreceipt by each Underwriter and each person controlling any Underwriter, an office as the case may be, of the amounts that would otherwise have been receivable in respect thereof if such taxes, duties, assessments or any agency from which payment is made governmental charges had not been imposed, except to the extent such taxes, duties, assessments or other governmental charges (a “Taxing Authority”), excluding a) are net income taxes or franchise taxes payable by the Underwriters or (b) are imposed or levied by reason of such Underwriter’s or controlling person’s (i) any such tax which would not have been imposed if such Underwriter had no present being connected with Bermuda, Mauritius or former connection with any such jurisdiction India other than the performance by reason of its obligations hereunder, being an Underwriter or a person controlling any Underwriter under this Agreement or (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residenceresidence or identity of the Underwriter or person controlling the Underwriter, identity or connection with any Taxing Authority as applicable, if such compliance is required by such Taxing Authority as a pre-condition precondition to exemption from, or reduction in the rate of, deduction or withholding of such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, provided that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cansuch compliance would not be paid unreasonably burdensome or remitted, then amounts payable under this Agreement onerous in the reasonable judgment of the relevant Underwriter or the person controlling such Underwriter. The Underwriters shall be increased entitled to deduct and withhold from the Purchase Price such amounts taxes, duties, assessments or governmental charges as are necessary required to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so be deducted or withheld or deducted (the “Additional Amount”)by them under applicable law; provided, however, that no Additional Amount any Underwriter intending to withhold or pay over amounts to a taxing authority will reasonably cooperate with respect the applicable Selling Shareholders to (a) provide advance written notice of any such withholding or payments and (b) minimize or reduce the amount of such withholding or payments as such Underwriter determines in its reasonable discretion is permissible under the applicable law and would not subject such Underwriter to any payment unreimbursed cost or compensation expense or otherwise be disadvantageous to such Underwriter hereunder shall be required Underwriter. As of the date hereof, the Underwriters do not intend to be paid withhold any taxes, duties, assessments or governmental charges in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected connection with the jurisdiction payment of the Taxing Authority other than Purchase Price to the Selling Shareholders pursuant to this agreement, provided that the Selling Shareholders provide any tax residency certificate, certificate of incorporation, or stock holding statement as reasonably requested by reason of merely receiving payment hereunderthe Underwriters to establish an exemption from withholding.

Foreign Taxes. Any amounts payable hereunder, other than The provisions of this Section 2.2.9 shall only apply so long as a Securitization has not occurred. All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made by Borrower hereunder shall be made free and clear of of, and without withholding or deduction reduction for or on account of, Foreign Taxes or U.S. Taxes, excluding, in the case of Lender or any Co-Lender, Foreign Taxes or U.S. Taxes measured by its net income, receipts, capital, net worth and all taxesfranchise taxes imposed on it, leviesby the jurisdiction under the laws of which Lender or any Co-Lender is resident or organized, impostsor any political subdivision thereof and, dutiesin the case of Lender or any Co-Lender, charges taxes measured by its overall net income, receipts, capital, net worth and franchise taxes imposed on it, by the jurisdiction of Lender’s or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia such Co-Lender’s applicable lending office or any political subdivision thereof or by in which Lender or such Co-Lender is resident or engaged in business. If any jurisdiction, other than the United States non excluded Foreign Taxes or U.S. Taxes are required to be withheld from any amounts payable to Lender or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations Co-Lender hereunder, (ii) any income the amounts so payable to Lender or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a preCo-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement Lender shall be increased to such amounts as are the extent necessary to yield to Lender or such Co-Lender (after payment of all non excluded Foreign Taxes or U.S. Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any non excluded Foreign Tax or U.S. Tax is payable pursuant to Applicable Law by Borrower, Borrower shall send to Lender or the applicable Co-Lender, within thirty (30) days after such payment, an original official receipt showing payment of such non excluded Foreign Tax or U.S. Tax or other evidence of payment reasonably satisfactory to Lender or the applicable Co-Lender. Borrower hereby indemnifies Lender and each Co-Lender for any incremental taxes, interest or penalties that may become payable by Lender or any Co-Lender which may result from any failure or delay by Borrower to pay any such non excluded Foreign Tax or U.S. Tax when due to the appropriate taxing authority or any failure or delay by Borrower to remit to Lender or any Co-Lender the required receipts or other reasonable evidence of such Underwriter amounts whichpayment, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect notwithstanding anything to the contrary contained herein (a) the obligation to pay such additional amounts required under this Section 2.2.9 shall not apply to any payment or compensation to such Underwriter hereunder shall be required to be paid Foreign Taxes which otherwise constitute Excluded Taxes and (b) in the event that Lender or any Co-Lender or any successor and/or assign of Lender or any Co-Lender is not incorporated under the laws of the United States of America or a state thereof, Lender and any such Co-Lender agrees that, prior to the first date on which any payment is due such entity hereunder, it will deliver to Borrower (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or compensation W-8ECI or successor applicable form, as the case may be, certifying in each case that such entity is subject entitled to receive payments under the Note, without deduction or withholding of any United States federal income taxes, or (ii) an Internal Revenue Service Form W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax on all interest payments hereunder. Each entity required to deliver to Borrower a Form W-8BEN or W-8ECI or Form W-9 pursuant to the preceding sentence further undertakes to deliver to Borrower two (2) further copies of such letter and W-8BEN or W-8ECI or Form W-9, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such letter or form expires (which, in the case of the Form W-8ECI, is the last day of each U.S. taxable year of the non U.S. entity) or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower, and such other extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such entity is entitled to receive payments under the Note without deduction or withholding of any United States federal income taxes, unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such entity from duly completing and delivering any such letter or form with respect to it and such entity advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-9, establishing an exemption from United States backup withholding tax. Notwithstanding the foregoing, if such entity fails to provide a duly completed Form W-8BEN or W-8ECI or other applicable form and, under Applicable Law, in order to avoid liability for Foreign Taxes or U.S. Taxes, Borrower is required to withhold on payments made to such entity that has failed to provide the applicable form, Borrower shall be entitled to withhold the appropriate amount of Foreign Tax by reason Taxes or U.S. Taxes and Borrower shall have no obligation to pay any additional amounts to such entity under this Section 2.2.9. In such event, Borrower shall promptly provide to such entity evidence of payment of such Underwriter being connected Foreign Taxes or U.S. Taxes to the appropriate taxing authority and shall promptly forward to such entity any official tax receipts or other documentation with respect to the jurisdiction payment of the Taxing Authority other than Foreign Taxes or U.S. Taxes as may be issued by reason of merely receiving payment hereunderthe taxing authority.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal by the Company or premium, if any, in respect of any of the Securities, Guarantor to an Underwriter hereunder, including the Terms Agreement, shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees deductions or fees of whatsoever nature withholdings, now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank Company or the Guarantor has a branch, branch or an office or any agency from which payment is made (a “Taxing Authority”)or deemed to be made, excluding any such tax imposed in respect of amounts due hereunder (i) any such tax which would not have been imposed if by reason of such Underwriter had no present or former having some connection with any Australia or such jurisdiction other jurisdiction, other than the performance of its obligations participation as dealer hereunder, or (ii) by reason of any income or franchise tax imposed on the overall net income of such an Underwriter imposed by the United States of America or by the State of New York or any political subdivision of the United States of America or of the State of New York or by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) if any tax imposed that Underwriter would not have been imposed but for the failure by be liable or subject to such Underwriter impost, levy, collection, withholding or deduction if it were to comply with any certification, identification make a declaration of nonresidence or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition similar claim for exemption but fails to exemption fromdo so, or reduction in rate of, such tax (iv) pursuant to any back-up withholding taxes applicable to any payments to a noncorporate person acting as agent hereunder who fails to furnish an accurate taxpayer identification number (all such non-excluded taxes, the “Foreign "Taxes”"). If, If the Company or the Guarantor is prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under the Terms Agreement or this Agreement shall be increased to such amounts amount as are is necessary to yield and remit to such the Underwriter amounts an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal ), equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderapplied.

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter shall be made free and clear of and without withholding or deduction for or on account of any and all taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States of America or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, made by the Borrower in respect of any of the Securities, to an Underwriter shall be made free and clear principal of and interest on the Advances and of all other amounts payable by it under this Agreement are payable without withholding or deduction for or on account of any and all present or future taxes, levies, imposts, duties, withholdings or other charges levied or fees imposed by the government of whatsoever nature now any jurisdiction outside the United States of America or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision or taxing authority thereof or therein (herein called "Foreign Taxes"). If the Borrower shall be required by law to deduct or withhold any jurisdictionForeign Taxes from any such amount payable by it hereunder or under any of the Notes to or for the account of any Lender, other than the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) such amount shall be increased as may be necessary so that, after making such deductions or withholdings (including any deductions or withholdings applicable to additional amounts payable pursuant to this Section), such tax which Lender receives an amount equal to the amount it would not have been imposed if such Underwriter received had no present such deductions or former connection with any such jurisdiction other than the performance of its obligations hereunder, withholdings been made and (ii) the Borrower shall make such deductions and withholdings and pay the amount thereof to the relevant government, political subdivision or taxing authority at or prior to the time required to be paid under applicable law (and shall promptly furnish to the Agent, for the benefit of the Lenders, official receipts evidencing such payment). In addition, the Borrower will pay any income present or franchise tax future stamp or documentary taxes or similar taxes or levies imposed on by any government, political subdivision or taxing authority referred to in the net income first sentence of such Underwriter this subsection arising from any payment by it hereunder or under any of the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any of the Notes (herein called "Other Taxes"). The Borrower will indemnify each Lender and the Agent for, and hold each Lender and the Agent harmless against, the full amount of Foreign Taxes or Other Taxes (including, without limitation, any Foreign Taxes or Other Taxes imposed by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then on amounts payable under this Agreement shall be increased to Section) paid or payable by such amounts as are necessary to yield Lender or the Agent and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason liability of such Underwriter being connected with Lender or the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderAgent relating thereto (including, without limitation, penalties, interest and expenses).

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of by the Securities, Guarantor to an Underwriter the Administrative Agent hereunder shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter hereinafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia Bermuda or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank Guarantor has a branch, an office or any agency from which payment is made (a “Taxing Authority”)or deemed to be made, excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former by reason of the Administrative Agent, having some connection with any such jurisdiction other than its participation as the performance of its obligations hereunderAdministrative Agent under the Loan Documents and Transaction Documents, and (ii) any income or franchise tax imposed on the overall net income of such Underwriter the Administrative Agent imposed by the United States or by the State of New York or any jurisdiction political subdivision of the United States or of the State of New York on the office of the Administrative Agent through which such Underwriter it is a resident, citizen or domiciliary, or acting in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax this transaction (all such non-excluded taxes, the “Foreign Taxes”). If, If the Guarantor is prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under this Agreement shall Guaranty shall, to the extent permitted by law, be increased to such amounts amount as are is necessary to yield and remit to such Underwriter amounts the Administrative Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld applied. Whenever any Foreign Taxes are payable by the Guarantor, as promptly as possible thereafter the Guarantor shall send to the Administrative Agent for its own account or deducted (for the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority relevant Lender, as the case may be, a certified copy of an original official receipt received by the Guarantor showing payment thereof. If the Guarantor fails to pay any Foreign Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other than required documentary evidence, the Guarantor shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by reason the Administrative Agent or any Lender as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the SecuritiesNote, to an Underwriter any Agent shall be made free and clear of and without withholding or deduction for or on account of any and all taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States of America or any taxing authority or political subdivision thereof, in which the Bank Westpac has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter Agent had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter Agent by any jurisdiction of which such Underwriter Agent is a resident, citizen or domiciliary, or in which such Underwriter it is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter Agent to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement Westpac shall be increased to pay such additional amounts as are necessary to yield and remit to such Underwriter Agent amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable remitted if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter Agent hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter Agent’s being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "FOREIGN TAXES"). If any Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (fails to remit to the “Additional Amount”); providedAdministrative Agent, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in for the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority affected Banks, the required receipts or other than required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by reason such Banks as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, made by any Foreign Subsidiary Borrower in respect of any of the Securities, to an Underwriter shall be made free and clear principal of and interest on its Syndicated Borrowings and of all other amounts payable by it under this Agreement are payable without withholding or deduction for or on account of any and all present or future taxes, levies, imposts, duties, withholdings or other charges levied or fees imposed by the government of whatsoever nature now any jurisdiction outside the United States of America or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision or taxing authority thereof or therein (herein called "Foreign Taxes"). If any such Foreign Subsidiary Borrower shall be required by law to deduct or withhold any jurisdictionForeign Taxes from any such amount payable by it hereunder or under any of its Notes in connection with a Syndicated Borrowing to or for the account of any Bank, other than the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) such amount shall be increased as may be necessary so that, after making such deductions or withholdings (including any deductions or withholdings applicable to additional amounts payable pursuant to this Section), such tax which Bank receives an amount equal to the amount it would not have been imposed if such Underwriter received had no present such deductions or former connection with any such jurisdiction other than the performance of its obligations hereunder, withholdings been made and (ii) such Foreign Subsidiary Borrower shall make such deductions and withholdings and pay the amount thereof to the relevant government, political subdivision or taxing authority at or prior to the time required to be paid under applicable law (and shall promptly furnish to the Agent, for the benefit of the Banks, receipts evidencing such payment). In addition, each such Foreign Subsidiary Borrower will pay any income present or franchise tax future stamp or documentary taxes or similar taxes or levies imposed on by any government, political subdivision or taxing authority referred to in the net income first sentence of this subsection arising from any payment by it hereunder or under any of its Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any of its Notes (herein called "Other Taxes"). Each such Underwriter Foreign Subsidiary Borrower will indemnify each Bank and the Agent for, and hold each Bank and the Agent harmless against, the full amount of Foreign Taxes in connection with a Syndicated Loan or Other Taxes (including, without limitation, any Foreign Taxes in connection with a Syndicated Loan or Other Taxes imposed by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then on amounts payable under this Agreement Section) paid or payable by such Bank or the Agent and any liability of such Bank or the Agent relating thereto (including, without limitation, penalties, interest and expenses). This indemnification shall be increased to made within 15 days after demand by such amounts Bank or the Agent (as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”case may be); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.

Foreign Taxes. Any Subject to the succeeding sentence, any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, hereunder to an Underwriter you shall unless otherwise required by law be made free and clear of and without withholding or deduction for or on account of any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees withholdings of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia Ireland or any political subdivision or authority thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank has a branch, an office or any agency from which payment is made (a “"Taxing Authority”"), excluding (i) any such tax which would could not have been imposed if such Underwriter you had no present or former connection with any such jurisdiction other than the performance of its your obligations hereunder, (ii) any income or franchise tax imposed on the overall net income of such Underwriter person by any jurisdiction of which such Underwriter person is a resident, citizen or domiciliary, or in which such Underwriter person is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter person to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “"Foreign Taxes”"). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter person amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “"Additional Amount”"); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter person hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter person being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premium, if any, in respect of any by the Company to each of the Securities, to an Underwriter Placement Agents hereunder (including any underwriting discount) shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter hereinafter imposed, levied, collected, deducted or withheld or assessed by any jurisdiction in which the Company is organized, resident or on behalf of Australia or doing business for tax purposes (including any political subdivision thereof or by any jurisdiction, other than the United States therein) or any taxing authority jurisdiction through which the Company or its agent makes a payment (including any political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”therein), excluding (i) any such tax which would not have been imposed if by reason of such Underwriter had no present or former Placement Agent having some connection with any such jurisdiction other than the performance of its obligations participation as a Placement Agent hereunder, and (ii) any such tax imposed on or measured by net income or (however denominated) of such Placement Agent and any franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax Placement Agent (all such non-excluded taxes, the “Foreign Taxes”). If, If the Company is prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under this Agreement shall be increased to such amounts amount as are is necessary to yield and remit to such Underwriter amounts each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderapplied.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall ------------- be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "Foreign Taxes"). If any ------------- Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (fails to remit to the “Additional Amount”); providedAdministrative Agent, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in for the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority affected Banks, the required receipts or other than required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by reason such Banks as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal made by the Company or premiumany Selling Shareholder under this Agreement, if any, in respect of any of the Securities, to an Underwriter shall will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxes, levies, imposts, duties, assessments or governmental charges of whatever nature imposed or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed levied by or on behalf of Australia Bermuda, Mauritius, Singapore or India or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority thereof or political subdivision thereoftherein unless the Company or any of the Selling Shareholders is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company or the relevant Selling Shareholder, as applicable, will pay such additional amounts as will result, after such withholding or deduction, in which the Bank has a branchreceipt by each Underwriter and each person controlling any Underwriter, an office as the case may be, of the amounts that would otherwise have been receivable in respect thereof if such taxes, duties, assessments or any agency from which payment is made governmental charges had not been imposed, except to the extent such taxes, duties, assessments or other governmental charges (a “Taxing Authority”), excluding a) are income taxes or franchise taxes payable by the Underwriters or (b) are imposed or levied by reason of such Underwriter’s or controlling person’s (i) any such tax which would not have been imposed if such Underwriter had no present being connected with Bermuda, Mauritius or former connection with any such jurisdiction India other than the performance by reason of its obligations hereunder, being an Underwriter or a person controlling any Underwriter under this Agreement or (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residenceresidence or identity of the Underwriter or person controlling the Underwriter, identity or connection with any Taxing Authority as applicable, if such compliance is required by such Taxing Authority as a pre-condition precondition to exemption from, or reduction in the rate of, deduction or withholding of such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, provided that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cansuch compliance would not be paid unreasonably burdensome or remitted, then amounts payable under this Agreement onerous in the reasonable judgment of the relevant Underwriter or the person controlling such Underwriter. The Underwriters shall be increased entitled to deduct and withhold from the Purchase Price such amounts taxes, duties, assessments or governmental charges as are necessary required to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so be deducted or withheld or deducted (the “Additional Amount”)by them under applicable law; provided, however, that no Additional Amount any Underwriter intending to withhold or pay over amounts to a taxing authority will reasonably cooperate with respect the applicable Selling Shareholders to (a) provide advance written notice of any such withholding or payments and (b) minimize or reduce the amount of such withholding or payments as such Underwriter determines in its reasonable discretion is permissible under the applicable law and would not subject such Underwriter to any payment unreimbursed cost or compensation expense or otherwise be disadvantageous to such Underwriter hereunder shall be required Underwriter. As of the date hereof, the Underwriters do not intend to be paid withhold any taxes, duties, assessments or governmental charges in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected connection with the jurisdiction payment of the Taxing Authority other than Purchase Price to the Selling Shareholders pursuant to this agreement, provided that the Selling Shareholders provide any tax residency certificate, certificate of incorporation, or stock holding statement as reasonably requested by reason of merely receiving payment hereunderthe Underwriters to establish an exemption from withholding.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "Foreign Taxes"). If any Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (fails to remit to the “Additional Amount”); providedAdministrative Agent, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in for the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority affected Banks, the required receipts or other than required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by reason such Banks as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, hereunder to an Underwriter a Dealer shall be made free and clear of and without withholding or deduction for or on account of any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees deductions or fees withholdings of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States of America or any taxing authority or political subdivision thereof, in which the Bank Corporation has a branch, an office or any agency from which payment is made (a “Taxing Authority”)made, excluding (i) any such tax which would could not have been imposed if such Underwriter Dealer had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, hereunder and (ii) any income or franchise tax imposed on the overall net income of such Underwriter Dealer imposed by any the United States of America or the State of New York or by the jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax its incorporation (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased the Corporation agrees to pay an additional amount so that after making any deduction for such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased paymentsadditional amounts) the Dealer is entitled to receive an amount equal to the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted deducted. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and us in accordance with its terms. Very truly yours, NEW SOUTH WALES TREASURY CORPORATION By: Name: Sxxxxxx Xxxxxx Title: Chief Executive THE CROWN IN RIGHT OF NEW SOUTH WALES By: Name: Mxxxxxx Xxxxx Title: Secretary of the Treasury CONFIRMED AND ACCEPTED, as of the date first above written: J.X. XXXXXX SECURITIES LTD. By: Name: Date: CITIGROUP GLOBAL MARKETS INC. By: Name: Date: DAIWA SECURITIES AMERICA INC. By: Name: Date: DEUTSCHE BANK SECURITIES INC. By: Name: Date: RBC CAPITAL MARKETS CORPORATION By: Name: Date: RBS SECURITIES INC. By: Name: Date: UBS SECURITIES LLC By: By: Name: Name: Date: Date: EXHIBIT A FORM OF DEALER ACCESSION LETTER [Name of Dealer] Dear Ladies and Gentlemen: Attached hereto is a copy of the Distribution Agreement, dated as of December 14, 2009, among New South Wales Treasury Corporation, a statutory corporation constituted pursuant to the Treasury Corporation Act 1983 of New South Wales (the “Additional AmountCorporation”); provided, howeverand The Crown in Right of New South Wales (the “Guarantor”), and the several Dealers named therein (the “Distribution Agreement”), and, to the extent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Corporation and the Guarantor hereby request that no Additional Amount with respect you act as a Dealer in the Notes, subject in all respects to any payment or compensation the terms and conditions set forth in the Distribution Agreement, as from , [until ] [INSERT IF REVERSE INQUIRY — solely for the purpose of offering and selling up to such Underwriter hereunder an aggregate principal amount of the Notes] and you hereby agree so to act. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Distribution Agreement as if made as of the date hereof. This letter agreement shall be required governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof (other than Section 5-1401 of the New York General Obligation Law), except that all matters governing authorizations and executions by the Corporation and the Guarantor shall be paid governed by the laws of the State of New South Wales. By execution hereof, you agree that you shall be subject to the same obligations [for the purposes of the offer and sale of such Notes] that you would have had if you had been a Dealer named in the event that Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, NEW SOUTH WALES TREASURY CORPORATION By: Name: Title: THE CROWN IN RIGHT OF NEW SOUTH WALES By: Name: Title: CONFIRMED AND ACCEPTED, this day of , ___ [NAME OF DEALER] By: Name: Title: EXHIBIT B FORM OF TERMS AGREEMENT NEW SOUTH WALES TREASURY CORPORATION U.S. Medium-Term Notes, Series A TERMS AGREEMENT [DATE] New South Wales Treasury Corporation Level 22, Governor Pxxxxxx Tower 1 Xxxxxx Xxxxx Sydney NSW 2000 Australia Attention: Ladies and Gentlemen: [•], [•] and [•] (each, a “Dealer,” and collectively, the “Dealers”) severally agree to purchase from New South Wales Treasury Corporation (the “Corporation”), a statutory corporation constituted pursuant to the Treasury Corporation Act 1983 of New South Wales (the “Corporation”), and the Corporation agrees to sell to each such payment or compensation is subject Dealer, the respective principal amount as set forth in Annex A hereto of its U.S. Medium-Term Notes, Series A due nine months to such Foreign Tax by reason 30 years from date of such Underwriter being connected with issue set forth herein (the jurisdiction of “Subject Notes”) on the Taxing Authority other than by reason of merely receiving payment hereunder.terms set forth below:

Foreign Taxes. Any amounts payable hereunderIf the Loan is bearing interest at the Eurodollar Rate, other than all payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made by Borrower hereunder shall be made free and clear of of, and without withholding or deduction reduction for or on account of, Foreign Taxes, excluding, in the case of Lender, Foreign Taxes measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender is resident or organized, or any political subdivision thereof and, in the case of Lender, taxes measured by its overall net income, and all taxesfranchise taxes imposed on it, levies, imposts, duties, charges or fees by the jurisdiction of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia Lender’s lending office or any political subdivision thereof or by in which Lender is resident or engaged in business. If any jurisdictionnon-excluded Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder, other than the United States amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all non-excluded Foreign Taxes) interest or any taxing authority or political subdivision thereof, in which such other amounts payable hereunder at the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, rate or in which such Underwriter the amounts specified hereunder. Whenever any non-excluded Foreign Tax is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure payable pursuant to Applicable Law by such Underwriter Borrower, Borrower shall send to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all Lender an original official receipt showing payment of such non-excluded Foreign Tax or other evidence of payment reasonably satisfactory to Lender. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such non-excluded Foreign Tax when due to the “Foreign Taxes”). If, appropriate taxing authority or any failure by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased Borrower to such amounts as are necessary to yield and remit to such Underwriter amounts whichLender the required receipts or other required documentary evidence, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that Lender or any successor and/or assign of Lender is not incorporated under the laws of the United States of America or a state thereof Lender agrees that, prior to the first date on which any payment is due such payment entity hereunder, it will deliver to Borrower (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or compensation W-8ECI or successor applicable form, as the case may be, certifying in each case that such entity is subject entitled to receive payments under the Note, without deduction or withholding of any United States federal income taxes, or (ii) an Internal Revenue Service Form W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each entity required to deliver to Borrower a Form W-8BEN or W-8ECI or Form W-9 pursuant to the preceding sentence further undertakes to deliver to Borrower two further copies of the said letter and W-8BEN or W-8ECI or Form W-9, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such letter or form expires (which, in the case of the Form W-8ECI, is the last day of each U.S. taxable year of the non-U.S. entity) or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower, and such other extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such entity is entitled to receive payments under the Note without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such entity from duly completing and delivering any such letter or form with respect to it and such entity advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-9, establishing an exemption from United States backup withholding tax. Notwithstanding the foregoing, if such entity fails to provide a duly completed Form W-8BEN or W-8ECI or other applicable form and, under Applicable Law, in order to avoid liability for Foreign Taxes, Borrower is required to withhold on payments made to such entity that has failed to provide the applicable form, Borrower shall be entitled to withhold the appropriate amount of Foreign Tax by reason Taxes. In such event, Borrower shall promptly provide to such entity evidence of payment of such Underwriter being connected Foreign Taxes to the appropriate taxing authority and shall promptly forward to such entity any official tax receipts or other documentation with respect to the jurisdiction payment of the Taxing Authority other than Foreign Taxes as may be issued by reason of merely receiving payment hereunderthe taxing authority.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall ------------- be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "Foreign Taxes"). If any Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (fails to remit to the “Additional Amount”); providedAdministrative Agent, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in for the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority affected Banks, the required receipts or other than required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by reason such Banks as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premium, if any, in respect of any by the Company to each of the Securities, to an Underwriter Placement Agents hereunder (including any underwriting discount) shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter hereinafter imposed, levied, collected, deducted or withheld or assessed by any jurisdiction in which the Company is organized, resident or on behalf of Australia or doing business for tax purposes (including any political subdivision thereof or by any jurisdiction, other than the United States therein) or any taxing authority jurisdiction through which the Company or its agent makes a payment (including any political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”therein), excluding (i) any such tax which would not have been imposed if by reason of such Underwriter had no present or former Placement Agent having some connection with any such jurisdiction other than the performance of its obligations participation as a Placement Agent hereunder, and (ii) any such tax imposed on or measured by net income or (however denominated) of such Placement Agent and any franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax Placement Agent (all such non-excluded taxes, the “"Foreign Taxes”"). If, If the Company is prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under this Agreement shall be increased to such amounts amount as are is necessary to yield and remit to such Underwriter amounts each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderapplied.

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, hereunder to an Underwriter shall be made free and clear of and without withholding or deduction for or on account of any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees deductions or fees withholdings of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States of America or any taxing authority or political subdivision thereof, in which the Bank Corporation has a branch, an office or any agency from which payment is made (a “Taxing Authority”)made, excluding (i) any such tax which would could not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, hereunder and (ii) any income or franchise tax imposed on the overall net income of such Underwriter imposed by any jurisdiction the United States of which such Underwriter is a resident, citizen America or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax State of New York (all such non-excluded taxes, the “Foreign Taxes”)) or by the jurisdiction of its incorporation. If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased the Corporation agrees to pay an additional amount so that after making any deduction for such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased paymentsadditional amounts) the Underwriter is entitled to receive an amount equal to the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted (deducted. If the “Additional Amount”); providedforegoing is in accordance with your understanding of our agreement, howeverplease sign and return to us a counterpart hereof, that no Additional whereupon this instrument along with all counterparts will become a binding agreement between you and us in accordance with its terms. Very truly yours, NEW SOUTH WALES TREASURY CORPORATION By: Name: Title: THE CROWN IN RIGHT OF NEW SOUTH WALES By: Name: Title CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES INC. By: Name: Date: SCHEDULE I Principal Amount with respect to any payment or compensation to such Name of Underwriter hereunder shall be required of Notes to be paid in Purchased X.X. Xxxxxx Securities Inc. Daiwa Securities America Inc. Total SCHEDULE II ISSUER FREE WRITING PROSPECTUS Part A [Electronic road show related to the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.offering contemplated herein recorded at [location] on [•], 2009 and made available at xxxx://xxx.xxxxxxxxxxx.xxx. ] Part B Term Sheet, dated [•], 2009. SCHEDULE III

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premium, if any, in respect of by the CEMEX Parties to any of the Securities, to an Underwriter Dealer Managers hereunder shall be made in U.S. Dollars, free and clear of of, and without any deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter hereinafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank has a branch, CEMEX Parties have an office or any agency from which payment is made (a “Taxing Authority”)or deemed to be made, excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former by reason of the Dealer Managers having some connection with any such jurisdiction other than the performance of its obligations participation as Dealer Manager hereunder, and (ii) any income or franchise tax imposed on the overall net income of such Underwriter a Dealer Manager imposed by the United States or by the State of New York or any jurisdiction political subdivision of which such Underwriter is a resident, citizen the United States or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for of the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax State of New York (all such non-excluded taxes, the “Foreign Taxes”). If, If the CEMEX Parties are prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under this Agreement shall shall, to the extent permitted by law, be increased to such amounts amount as are is necessary to yield and remit to such Underwriter amounts the Dealer Managers an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld applied. The CEMEX Parties agree to provide the Dealer Managers with any reasonably requested evidence of the due and timely payment of any such taxes or deducted (withholdings. Any Dealer Manager that is entitled to an exemption from or reduction of withholding tax under the “Additional Amount”)law of the jurisdiction in which CEMEX España, Luxembourg Branch is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to CEMEX España, Luxembourg Branch, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by CEMEX España, Luxembourg Branch as will permit such payments to be made without withholding or at a reduced rate; provided, howeverthat Cemex España, Luxembourg Branch shall withhold the corresponding taxes and shall not pay any additional amounts to compensate the Dealer Managers to the extent such additional amounts are payable due to the failure by the Dealer Managers to provide such documentation. If the CEMEX Parties make an increased payment as set forth above and the Dealer Managers subsequently determine, in their sole discretion, that no Additional Amount with respect they have obtained, utilized and retained a refund of taxes or credit against taxes by reason of the CEMEX Parties making such a withholding or payment on account, the Dealer Managers shall reimburse the appropriate CEMEX Parties the amount of the withholding or payment on account made by the latter, net of all out-of-pocket expenses of the Dealer Managers and without interest (other than any interest paid by the relevant governmental authority; provided, that the CEMEX Parties, upon the request of the Dealer Managers, agree to repay the amount paid over to the CEMEX Parties (plus any payment penalties, interest or compensation other charges imposed by the relevant governmental authority) to such Underwriter hereunder shall be required to be paid the Dealer Managers in the event that the Dealer Managers are required to repay such payment or compensation is subject refund to such Foreign Tax by reason of such Underwriter being connected with governmental authority. This Section shall not be construed to require the jurisdiction of Dealer Managers to make available their tax returns (or any other information relating to their taxes which it deems confidential) to the Taxing Authority CEMEX Parties or any other than by reason of merely receiving payment hereunderPerson.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off, counterclaim, restriction or condition and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, or fees withholdings of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) with respect to any amount that is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding for the purposes of this clause (i), in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been taxes imposed if such Underwriter had no present or former connection with any such jurisdiction other than by the performance United States by means of its obligations hereunderwithholding at the source), (ii) in the case of any income Bank not organized under the laws of the United States, a state thereof or franchise tax the District of Columbia, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxes, the taxes being called “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes are required to be withheld or deducted cannot be paid or remittedfrom any amounts so payable to any Bank hereunder, then the amounts so payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (fails to remit to the “Additional Amount”); providedAdministrative Agent, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in for the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority affected Banks, the required receipts or other than required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by reason such Banks as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off, counterclaim, restriction or condition and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, or fees withholdings of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by the United States (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) with respect to any amount that is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding for the purposes of this clause (i), in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been taxes imposed if such Underwriter had no present or former connection with any such jurisdiction other than by the performance United States by means of its obligations hereunderwithholding at the source), (ii) in the case of any income Bank not organized under the laws of the United States, a state thereof or franchise tax the District of Columbia, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxes, the taxes being called “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes are required to be withheld or deducted cannot be paid or remittedfrom any amounts so payable to any Bank hereunder, then the amounts so payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (fails to remit to the “Additional Amount”); providedAdministrative Agent, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in for the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority affected Banks, the required receipts or other than required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by reason such Banks as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "FOREIGN TAXES"). If any Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (fails to remit to the “Additional Amount”); providedAdministrative Agent, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in for the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority affected Banks, the required receipts or other than required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by reason such Xxxxx as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premium, if any, in respect of any by the Company to each of the Securities, to an Underwriter Placement Agents (including any placement fees) hereunder shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter hereinafter imposed, levied, collected, deducted or withheld or assessed by any jurisdiction in which the Company is organized, resident or on behalf of Australia or doing business for tax purposes (including any political subdivision thereof or by any jurisdiction, other than the United States therein) or any taxing authority jurisdiction through which the Company or its agent makes a payment (including any political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”therein), excluding (i) any such tax which would not have been imposed if by reason of such Underwriter had no present or former Placement Agent having some connection with any such jurisdiction other than the performance of its obligations participation as a Placement Agent hereunder, and (ii) any such tax imposed on or measured by net income or (however denominated) of such Placement Agent and any franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax Placement Agent (all such non-excluded taxes, the “Foreign Taxes”). If, If the Company is prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under this Agreement shall be increased to such amounts amount as are is necessary to yield and remit to such Underwriter amounts each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderapplied.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, 241 fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxes, the taxes being called “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes are required to be withheld or deducted cannot be paid or remittedfrom any amounts so payable to any Bank hereunder, then the amounts so payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (fails to remit to the “Additional Amount”); providedAdministrative Agent, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in for the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority affected Banks, the required receipts or other than required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by reason such Banks as a result of merely receiving payment hereunderany such failure.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal by the Company or premium, if any, in respect of any of the Securities, Guarantor to an Underwriter Initial Purchaser hereunder shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees deductions or fees of whatsoever nature withholdings, now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia Canada or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank Company or the Guarantor has a branch, branch or an office or any agency from which payment is made (a “Taxing Authority”)or deemed to be made, excluding any such tax imposed in respect of amounts due hereunder (i) any by reason of such tax which would not have been imposed if such Underwriter had no present or former Initial Purchaser having some connection with any Canada or such jurisdiction other jurisdiction, other than the performance of its obligations participation as dealer hereunder, or (ii) by reason of any income or franchise tax imposed on the overall net income or net receipts of such Underwriter an Initial Purchaser imposed by the United States of America or by the State of New York or any political subdivision of the United States of America or of the State of New York or by any jurisdiction of which such Underwriter Initial Purchaser is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) if any tax imposed that Initial Purchaser would not have been imposed but for the failure by be liable or subject to such Underwriter impost, levy, collection, withholding or deduction if it were to comply with any certification, identification make a declaration of nonresident or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition similar claim for exemption but fails to exemption fromdo so, or reduction in rate of, such tax (iv) pursuant to any back-up withholding taxes applicable to any payments to a noncorporate person acting as agent hereunder who fails to furnish an accurate taxpayer identification number (all such non-excluded taxes, the “Foreign "Taxes”"). If, If the Company or the Guarantor is prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under this Agreement shall be increased to such amounts amount as are is necessary to yield and remit to such Underwriter amounts the Initial Purchaser an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal ), equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderapplied.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premium, if any, in respect made by the Borrowers for the account of any of the Securities, to an Underwriter Bank under its Note or this Agreement or any other Financing Document shall be made free and clear of of, and without withholding or deduction reduction for or (NY) 27008/757/CA99/ca.99.conf.wpd on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings, restrictions or fees conditions of any nature whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country including the United States of America (or on behalf by any political subdivision or taxing authority thereof or therein), excluding net income and franchise taxes now or hereafter imposed by the United States of Australia America, by any state of the United States of America or by any political subdivision or taxing authority thereof or therein, or by the country in which such Bank's Applicable Lending Office is located or any political subdivision or taxing authority thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made therein (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxestaxes being hereinafter called "Foreign Taxes"). If any Foreign Taxes are required to be withheld from any amounts payable to such Bank under its Note or this Agreement, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes) interest or any such other amounts payable thereunder or hereunder at the rates or in the amounts specified in its Note or this Agreement. Whenever any Foreign Tax is payable by the Borrowers, as promptly as possible thereafter, the Borrowers shall send the Agent an original official receipt showing payment thereof. If a Bank receives a refund or credit in respect of such Foreign Taxes from a Person other than the Borrowers, such Bank shall reimburse the Borrowers for the amount of such refund or credit not to exceed the amount actually paid by the Borrowers to or for the account of such Bank in respect of such Foreign Taxes. At least five Domestic Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Bank, each Bank that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrowers and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Bank which so delivers a Form 1001 or 4224 further undertakes to deliver to the Borrowers and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrowers or the Agent, in each case certifying that such Bank is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all Foreign Taxes payable on such increased payments) equal the amounts that forms inapplicable or which would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises the Borrowers and the Agent that it (NY) 27008/757/CA99/ca.99.conf.wpd is not capable of receiving payments without any payment deduction or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason withholding of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderUnited States federal income tax.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal made by the Company or premiumany Selling Shareholder under this Agreement, if any, in respect of any of the Securities, to an Underwriter shall will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxes, levies, imposts, duties, assessments or governmental charges of whatever nature (excluding income taxes and franchise taxes that may be payable by the Underwriters) imposed or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed levied by or on behalf of Australia Bermuda, Mauritius or India or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority thereof or political subdivision thereoftherein unless the Company or any of the Selling Shareholders is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company or the relevant Selling Shareholder, as applicable, will pay such additional amounts as will result, after such withholding or deduction, in which the Bank has a branchreceipt by each Underwriter and each person controlling any Underwriter, an office as the case may be, of the amounts that would otherwise have been receivable in respect thereof if such taxes, duties, assessments or any agency from which payment is made (a “Taxing Authority”)governmental charges had not been imposed, excluding except to the extent such taxes, duties, assessments or other governmental charges are imposed or levied by reason of such Underwriter’s or controlling person’s (i) any such tax which would not have been imposed if such Underwriter had no present being connected with Bermuda, Mauritius or former connection with any such jurisdiction India other than the performance by reason of its obligations hereunder, being an Underwriter or a person controlling any Underwriter under this Agreement or (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residenceresidence or identity of the Underwriter or person controlling the Underwriter, identity or connection with any Taxing Authority as applicable, if such compliance is required by such Taxing Authority as a pre-condition precondition to exemption from, or reduction in the rate of, deduction or withholding of such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, provided that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cansuch compliance would not be paid unreasonably burdensome or remitted, then amounts payable under this Agreement onerous in the reasonable judgment of the relevant Underwriter or the person controlling such Underwriter. The Selling Shareholders agree that any tax liability of the Selling Shareholders in connection with the sale and delivery by the Selling Shareholders of the Shares to or for the respective accounts of the Underwriters shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal for the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction account of the Taxing Authority applicable Selling Shareholder and the Selling Shareholders (severally and not jointly) hereby agree to indemnify the Underwriters against, and hold the Underwriters harmless from, any and all claims by any government that the Underwriters are liable for any tax of the Selling Shareholders (including, without limitation, interest and penalties and any legal or other than by reason of merely receiving payment hereunderexpenses reasonably incurred in connection with defending or investigating any such claim).

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any The Republic agrees with each of the Securities, Dealer Managers to an Underwriter shall be made free and clear of and make all payments to the Dealer Managers under the Transaction Documents without withholding or deduction for or on account of any and all present or future taxes, leviesduties or other governmental charges in the nature of a tax (including any interest, impostsadditions to tax or penalties) imposed by the Republic, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision or taxing authority thereof or therein or any jurisdiction from or through which the Republic makes a payment under the Transaction Documents, each a “Taxing Jurisdiction”, unless the Republic is compelled by any jurisdictionlaw to deduct or withhold such taxes, duties or charges. In that event, the Republic shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction will equal the amounts that would have been received if no withholding or deduction had been made, except to the extent that such taxes, duties or charges (a) were imposed due to some connection of a Dealer Manager with the Taxing Jurisdiction other than the United States mere entering into of this Agreement or any taxing authority receipt of payments hereunder or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (ib) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by of such Underwriter Dealer Manager to comply with any reasonable certification, information, documentation, identification or other reporting requirements concerning the nationality, residence, identity or connection with any the Taxing Authority Jurisdiction if such compliance is required or imposed by such Taxing Authority law or administrative practice as a pre-condition precondition to an exemption from, or reduction in rate ofin, such tax (all such non-excluded taxes, the “Foreign Taxes”). Ifduties or other charges, by operation of law or otherwiseprovided, that portion of amounts payable hereunder represented by Foreign Taxes withheld (i) any such certification, information, documentation, identification, or deducted canother reporting requirements would not be paid materially more onerous, in form, procedure or remittedsubstance, then amounts payable than comparable information or other reporting requirements imposed under this Agreement shall be increased U.S. tax law, regulation and administrative practice (such as IRS Forms W-8BEN,W-8BEN-E,W-8ECI and W-9) and (ii) the Republic has notified the Dealer Managers in writing of such information or other reporting requirement at least 15 days before the applicable payment date. The Republic further agrees to such amounts as are necessary to yield indemnify and remit to such Underwriter amounts whichhold harmless the Dealer Managers against any documentary, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld stamp, income, gift, gross turnover, debits and credits, capital, assets, sales, transaction or deducted (the “Additional Amount”); providedsimilar issue tax, however, that no Additional Amount with respect to any payment duty or compensation to such Underwriter hereunder shall be required to be paid other governmental charge in the event that such payment nature of a tax, either present or compensation is subject to such Foreign Tax future, imposed by reason of such Underwriter being connected with the jurisdiction Republic or any political subdivision or taxing authority thereof or therein, including any interest and penalties, on the creation, holding, issue of the Taxing Authority other than by reason New Notes, and on the execution, delivery, performance and enforcement of merely receiving payment hereunderthe Transaction Documents.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal by the Company or premium, if any, in respect of any of the Securities, Guarantor to an Underwriter hereunder, including the Terms Agreement, shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees deductions or fees of whatsoever nature withholdings, now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia Canada or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank Company or the Guarantor has a branch, branch or an office or any agency from which payment is made (a “Taxing Authority”)or deemed to be made, excluding any such tax imposed in respect of amounts due hereunder (i) any such tax which would not have been imposed if by reason of such Underwriter had no present or former having some connection with any Canada or such jurisdiction other jurisdiction, other than the performance of its obligations participation as dealer hereunder, or (ii) by reason of any income or franchise tax imposed on the overall net income of such an Underwriter imposed by the United States of America or by the State of New York or any political subdivision of the United States of America or of the State of New York or by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) if any tax imposed that Underwriter would not have been imposed but for the failure by be liable or subject to such Underwriter impost, levy, collection, withholding or deduction if it were to comply with any certification, identification make a declaration of nonresidence or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition similar claim for exemption but fails to exemption fromdo so, or reduction in rate of, such tax (iv) pursuant to any back-up withholding taxes applicable to any payments to a noncorporate person acting as agent hereunder who fails to furnish an accurate taxpayer identification number (all such non-excluded taxes, the “Foreign "Taxes”"). If, If the Company or the Guarantor is prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under the Terms Agreement or this Agreement shall be increased to such amounts amount as are is necessary to yield and remit to such the Underwriter amounts an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal ), equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderapplied.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premium, if any, in respect of by the CEMEX Parties to any of the Securities, to an Underwriter Dealer Managers hereunder shall be made in U.S. Dollars, free and clear of of, and without any deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter hereinafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank has a branch, CEMEX Parties have an office or any agency from which payment is made (a “Taxing Authority”)or deemed to be made, excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former by reason of the Dealer Managers having some connection with any such jurisdiction other than the performance of its obligations participation as Dealer Manager hereunder, and (ii) any income or franchise tax imposed on the overall net income of such Underwriter a Dealer Manager imposed by the United States or by the State of New York or the United Kingdom or any jurisdiction political subdivision of which such Underwriter is a resident, citizen the United States or domiciliary, of the State of New York or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for of the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax United Kingdom (all such non-excluded taxes, the “Foreign Taxes”). If, If the CEMEX Parties are prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under this Agreement shall shall, to the extent permitted by law, be increased to such amounts amount as are is necessary to yield and remit to such Underwriter amounts the Dealer Managers an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld applied. The CEMEX Parties agree to provide the Dealer Managers with any reasonably requested evidence of the due and timely payment of any such taxes or deducted (withholdings. Any Dealer Manager that is entitled to an exemption from or reduction of withholding tax under the “Additional Amount”)law of the jurisdiction in which CEMEX España, Luxembourg Branch is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to CEMEX España, Luxembourg Branch, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by CEMEX España, Luxembourg Branch as will permit such payments to be made without withholding or at a reduced rate; provided, howeverthat CEMEX España, Luxembourg Branch shall withhold the corresponding taxes and shall not pay any additional amounts to compensate the Dealer Managers to the extent such additional amounts are payable due to the failure by the Dealer Managers to provide such documentation. If the CEMEX Parties make an increased payment as set forth above and the Dealer Managers subsequently determine, in their sole discretion, that no Additional Amount with respect they have obtained, utilized and retained a refund of taxes or credit against taxes by reason of the CEMEX Parties making such a withholding or payment on account, the Dealer Managers shall reimburse the appropriate CEMEX Parties the amount of the withholding or payment on account made by the latter, net of all out-of-pocket expenses of the Dealer Managers and without interest (other than any interest paid by the relevant governmental authority; provided, that the CEMEX Parties, upon the request of the Dealer Managers, agree to repay the amount paid over to the CEMEX Parties (plus any payment penalties, interest or compensation other charges imposed by the relevant governmental authority) to such Underwriter hereunder shall be required to be paid the Dealer Managers in the event that the Dealer Managers are required to repay such payment or compensation is subject refund to such Foreign Tax by reason of such Underwriter being connected with governmental authority. This Section shall not be construed to require the jurisdiction of Dealer Managers to make available their tax returns (or any other information relating to their taxes which it deems confidential) to the Taxing Authority CEMEX Parties or any other than by reason of merely receiving payment hereunderperson.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made by Borrower hereunder shall be made free and clear of of, and without withholding or deduction reduction for or on account of any and all of, income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, assessments, fees, charges, reserves or fees of whatsoever nature now or hereafter withholdings (including, without limitation, backup withholdings) imposed, levied, collected, deducted or withheld or assessed by any Governmental Authority, which are imposed, enacted or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than become effective after the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made date hereof (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter taxes being referred to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority collectively as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”), excluding income and franchise taxes of the United States of America imposed by the jurisdiction under the laws of which Lender is organized or any political subdivision or taxing authority thereof or therein or imposed by the jurisdiction of Lender’s applicable lending office where Lender is resident or engaged in business or any political subdivision or taking authority thereof or therein and Taxes imposed under FATCA as a result of Lender’s failure to comply with Section 1.7.5 hereof. If, by operation of law or otherwise, that portion of If any Foreign Taxes are required to be withheld from any amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remittedto Lender hereunder, then the amounts so payable under this Agreement to Lender shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Lender (after deduction payment of all Foreign Taxes (including all Taxes) principal, interest and/or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Taxes are payable on pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such increased payments) equal the amounts Foreign Taxes. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that would have been may become payable if no by Lender which may result from any failure by Borrower to pay any such Foreign Taxes had been so withheld when due to the appropriate taxing authority or deducted (any failure by Borrower to remit to Lender the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment required receipts or compensation to such Underwriter hereunder shall be other required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderdocumentary evidence.

Foreign Taxes. (a) Any amounts payable hereunder, other than and all payments of interest, principal made by Borrower and/or Security Guarantor hereunder or premium, if any, in respect of under any of the Securities, to an Underwriter other Loan Documents shall be made free and clear of of, and without withholding or deduction reduction for or on account of any and all of, income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, reserves or fees of whatsoever nature now or hereafter withholdings imposed, levied, collected, deducted or withheld or assessed by any Governmental Authority, which are imposed, enacted or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than become effective after the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made date hereof (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the taxes being referred to collectively as “Foreign Taxes”), excluding income taxes, franchise taxes and similar taxes. If, by operation of law or otherwise, that portion of If any Foreign Taxes are required to be withheld from any amounts payable hereunder represented by Foreign Taxes withheld to Agent or deducted cannot be paid Lender hereunder, the amounts so payable to Agent or remitted, then amounts payable under this Agreement Lender shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts whichAgent or Lender, as applicable, (after deduction payment of all Foreign Taxes (including all Foreign Taxes Taxes) interest or any such other amounts payable on such increased payments) equal hereunder at the rate or in the amounts that would have been specified hereunder. Whenever any Foreign Tax is payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect pursuant to any Legal Requirements by Borrower and/or Security Guarantor, as promptly as possible thereafter, Borrower and/or Security Guarantor shall send to Agent an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Each of Borrower and Security Guarantor hereby indemnifies Agent and Lender for any incremental taxes, interest or compensation penalties that may become payable by Agent or Lender which may result from any failure by Borrower and/or Security Guarantor to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by reason of such Underwriter being connected with Borrower and/or Security Guarantor to remit to Agent or Lender the jurisdiction of the Taxing Authority required receipts or other than by reason of merely receiving payment hereunderrequired documentary evidence.

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, hereunder to an Underwriter shall be made free and clear of and without withholding or deduction for or on account of any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees deductions or fees withholdings of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States of America or any taxing authority or political subdivision thereof, in which the Bank Corporation has a branch, an office or any agency from which payment is made (a “Taxing Authority”)made, excluding (i) any such tax which would could not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, hereunder and (ii) any income or franchise tax imposed on the overall net income of such Underwriter imposed by any jurisdiction the United States of which such Underwriter is a resident, citizen America or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax State of New York (all such non-excluded taxes, the “Foreign Taxes”)) or by the jurisdiction of its incorporation. If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased the Corporation agrees to pay an additional amount so that after making any deduction for such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased paymentsadditional amounts) the Underwriter is entitled to receive an amount equal to the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted (deducted. If the “Additional Amount”); providedforegoing is in accordance with your understanding of our agreement, howeverplease sign and return to us a counterpart hereof, that no Additional whereupon this instrument along with all counterparts will become a binding agreement between you and us in accordance with its terms. Very truly yours, NEW SOUTH WALES TREASURY CORPORATION By: Name: Title: THE CROWN IN RIGHT OF NEW SOUTH WALES By: Name: Title CONFIRMED AND ACCEPTED, as of the date first above written: X.X. XXXXXX SECURITIES LTD. By: Name: Date: SCHEDULE I Principal Amount with respect to any payment or compensation to such Name of Underwriter hereunder shall be required of Notes to be paid in Purchased X.X. Xxxxxx Securities Ltd. Daiwa Securities America Inc. Total SCHEDULE II ISSUER FREE WRITING PROSPECTUS Part A [Electronic road show related to the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.offering contemplated herein recorded at [location] on [•], 2009 and made available at xxxx://xxx.xxxxxxxxxxx.xxx. ] Part B Term Sheet, dated [•], 2009. SCHEDULE III

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premium, if any, in respect of any of by the Securities, Company and the Selling Shareholder to an Underwriter the Underwriters hereunder shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter hereinafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia the Cayman Islands, Colombia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank Company or any of its Subsidiaries has a branch, an office from or any agency from through which payment is made or deemed to be made (each, a “Taxing AuthorityJurisdiction”)) (such income, excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification stamp or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the levies, imposts, duties, charges, fees, deductions or withholdings, “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any such Foreign Taxes withheld are payable with respect to payments by the Company or deducted cannot be paid or remittedthe Selling Shareholder to the Underwriters hereunder, then amounts payable under this Agreement shall be increased to such amounts amount as are is necessary to yield to the Underwriters and remit to such Underwriter amounts each person controlling the Underwriter, as the case may be, an amount which, after deduction withholding, deduction, or other payment on account of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal equals the amounts amount that would have been payable if no Foreign Taxes had been so were withheld or deducted deducted, except to the extent that (the “Additional Amount”); provided, however, that no Additional Amount with respect to i) any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax imposed by reason of such the Underwriter being connected having some connection with a Taxing Jurisdiction other than its participation as an Underwriter hereunder, and (ii) any income, franchise or other similar Foreign Tax on the jurisdiction overall net income of any Underwriter imposed by the United States or by the State of New York or any political subdivision of the Taxing Authority United States or of the State of New York. The Selling Shareholder will indemnify and hold harmless the Underwriters against any documentary, stamp, registration, transfer or other than similar taxes, including any interest and penalties, on the sale of the Securities to the Underwriters and the resale of the Securities by reason the Underwriters as contemplated by this Agreement and the Prospectus or on the execution and delivery of merely receiving payment hereunderthis Agreement.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal or premiummade by the Company and each Selling Shareholder under this Agreement, if any, in respect of any of the Securities, to an Underwriter shall will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxes, levies, imposts, duties, assessments or governmental charges of whatever nature (excluding net income taxes and similar taxes that may be payable by the Underwriters) imposed or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed levied by or on behalf of Australia Jersey, India, Mauritius, the United Kingdom or Sri Lanka or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority thereof or political subdivision thereoftherein unless the Company or any of the Selling Shareholders is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company or the relevant Selling Shareholder, as applicable, will pay such additional amounts as will result, after such withholding or deduction, in which the Bank has a branchreceipt by each Underwriter and each person controlling any Underwriter, an office as the case may be, of the amounts that would otherwise have been receivable in respect thereof if such taxes, duties, assessments or any agency from which payment is made (a “Taxing Authority”)governmental charges had not been imposed, excluding except to the extent such taxes, duties, assessments or other governmental charges are imposed or levied by reason of such Underwriter’s or controlling person’s (i) any such tax which would not have been imposed if such Underwriter had no present being connected with Jersey, India, Mauritius, the United Kingdom or former connection with any such jurisdiction Sri Lanka other than the performance by reason of its obligations hereunder, being an Underwriter or a person controlling any Underwriter under this Agreement or (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residenceresidence or identity of the Underwriter or person controlling the Underwriter, identity or connection with any Taxing Authority as applicable, if such compliance is required by such Taxing Authority as a pre-condition precondition to exemption from, or reduction in the rate of, deduction or withholding of such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, provided that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cansuch compliance would not be paid unreasonably burdensome or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid onerous in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction reasonable judgment of the Taxing Authority other than by reason of merely receiving payment hereunderrelevant Underwriter or the person controlling such Underwriter.

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the SecuritiesNotes, to an Underwriter Purchaser shall be made free and clear of and without withholding or deduction for or on account of any and all taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States of America or any taxing authority or political subdivision thereof, in which the Bank Westpac has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter Purchaser had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter Purchaser by any jurisdiction of which such Underwriter Purchaser is a resident, citizen or domiciliary, or in which such Underwriter it is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter Purchaser to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement Westpac shall be increased to pay such additional amounts as are necessary to yield and remit to such Underwriter Purchaser amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable remitted if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter Purchaser hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter Purchaser’s being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.