Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) All payments that the Issuers make under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, such Issuer or such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, such including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, such including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make under or with respect to the Notes and that or any Guarantor makes under or with respect to any Guarantee of the Notes will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction for, dutyor on account of, levysuch Taxes is then required by law or by the interpretation or administration thereof. If any deduction or withholding for, impostor on account of, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either any Issuer or any Guarantor is incorporatedthen incorporated or organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of any Issuer or Guarantor (including the Issuers, jurisdiction of any Guarantor Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct be made from any amount for payments made by or on account behalf of Taxes of a Relevant Taxing Jurisdiction from any payment made the Issuers under or with respect to the Notes or any GuaranteeGuarantor under or with respect to any Guarantee of the Notes, such Issuer including payments of principal, redemption price, purchase price, interest or such premium, the Issuers or the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder after such deduction or beneficial owner of the Notes after withholding (including any such withholding or deduction (including any withholding or deduction attributable to the from such Additional Amounts) will be not less than equal the amount the Holder or beneficial owners respective amounts that would have been received if in respect of such Taxes had not been required to payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that the Issuers make under or with respect to the Notes and that any Guarantor makes under or with With respect to any payments made by or on the behalf of the Issuer or a Guarantor in respect of the Notes or any Guarantee of the Notes, as applicable, the Issuer or such Guarantor will be made free make all payments of principal of, premium, if any, and clear interest on (whether on scheduled payment dates or upon acceleration) and the Redemption Price, if any, payable in respect of and any Note without deduction or withholding or deduction for or on account of any present or future tax, duty, levy, impostimport, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature thereto (collectively, “Taxes”) imposed imposed, levied, collected, withheld or levied assessed by or on behalf of Canada, the United States, or any other jurisdiction in which either the Issuer or any such Guarantor is incorporatedincorporated or organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guaranteeotherwise resident for tax purposes, or by, in each case any political subdivision thereof or taxing authority therein and any jurisdiction through which any payment is made on behalf of the Issuer or agency thereof or therein any Guarantor (including the jurisdiction of any Paying Agent) (each, a “Relevant Taxing Jurisdiction”), upon or as a result of such payments, unless withholding or deduction is then required by lawlaw or by the official interpretation or administration thereof. If either Issuer To the extent that any such Taxes are so levied or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to imposed, the Notes or any Guarantee, such Issuer or such Guarantor, as the case may be, Guarantor will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure in order that the net amount received by each Holder (including Additional Amounts), after withholding for or on account of such Taxes imposed upon or as a result of such payment, will not be less than the amount that would have been received had such taxes not been imposed or levied; except that no such Additional Amounts shall be payable with respect to a payment made to a Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.a Note:

Additional Amounts. (a) All a)All payments that the Issuers make under or with respect to the Notes and or that any Guarantor makes the Guarantors make under or with respect to any Guarantee will the Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of Canada, any jurisdiction (other than the United States, any state thereof or any other jurisdiction the District of Columbia) in which either any Issuer or any Guarantor is incorporatedorganized, organized or otherwise resident or engaged in or carrying on doing business for tax purposes or from or through which either any of the Issuersforegoing (or its agents, any Guarantor or any of their paying agents including the Paying Agent) makes any payment on the Notes this Note or Guaranteeby or within any department, or by, in each case any political subdivision or taxing governmental authority of or agency thereof or therein in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduction is then required deduct Taxes by law or by the interpretation or administration of law. If either Issuer or any Issuer, a Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes this Note or any Guarantee, such Issuer or such Guarantor, as the case may be, will shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Notes Notes, after such withholding or deduction (including any withholding or deduction attributable to the in respect of any Additional Amounts) will not be not less than the amount the Holder or beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted.

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make or any of the Guarantors under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Issuers or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuers or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (eacheach of (1) and (2), a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment made payments under or with respect to the Notes or any Note Guarantee, such Issuer including, without limitation, payments of principal, redemption price, purchase price, interest, premium or such Additional Interest, if any, the Issuers or the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder holder or beneficial owner of the Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction (including any withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by the Issuers make Company under or with respect to the Notes and that any a Note or by a Guarantor makes under or with respect to any a Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectivelyhereinafter, “Taxes”) imposed or levied by or on behalf of Canada, the United States, government of The Netherlands or any other jurisdiction in which either Issuer the Company or any Guarantor is incorporated, organized or otherwise is a resident or engaged in or carrying on business for tax purposes or from within or through which either of the Issuers, any Guarantor payment is made or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, any of the aforementioned being a “Relevant Taxing Jurisdiction”), unless withholding the Company or deduction such Guarantor is then required to withhold or deduct any such Taxes by lawlaw or by the interpretation or administration thereof. If either Issuer the Company or any Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to a Note or a Guarantee of such Guarantor, the Notes or any Guarantee, such Issuer Company or such Guarantor, as the case may beapplicable, will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each the Holder or beneficial owner of the Notes such Note (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) of such Taxes will not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided, however, that notwithstanding the foregoing, Additional Amounts will not be paid with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Company or any of the Guarantors under or with respect to the Notes and that (whether or not in the form of Definitive Registered Notes) or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (i) any other jurisdiction in which either Issuer the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing governmental authority or agency thereof or therein (eacheach of (i) and (ii), a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment made payments under or with respect to the Notes or any Note Guarantee, such Issuer including, without limitation, payments of principal, redemption price, purchase price, interest or such Guarantorpremium, the Company or the relevant Guarantor or other payor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (i) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or the Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee; (ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (iv) any Taxes withheld, deducted or imposed on a payment to an individual and that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive; (v) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (including vi) any Taxes payable other than by deduction or withholding from payments under, or deduction attributable with respect to, the Notes or with respect to any Note Guarantee; (vii) any Taxes to the Additional Amounts) will be not less than extent such Taxes are imposed or withheld by reason of the amount failure of the Holder or beneficial owners owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would have received if be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation; (viii) any Taxes had imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not been required materially more onerous to be withheld comply with), the U.S. Treasury Regulations issued thereunder or deductedany official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or (ix) any combination of clauses (1) through (8) above.

Additional Amounts. (a) All If specified pursuant to Section 3.01, all payments that made by or on behalf of the Issuers make Company under or with respect to the Notes and that Securities of any Guarantor makes under or with respect to any Guarantee series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges government charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (each, a “Relevant Taxing JurisdictionCanadian Taxes”), unless withholding the Company is required to withhold or deduction is then required deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either Issuer or any Guarantor or any other applicable withholding agent the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeSecurities, such Issuer or such Guarantor, as the case may be, Company will pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable with respect to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder (an “Excluded Holder”) if the Holder or the beneficial owner of some or all of the payment to the Holder (i) does not deal at arm’s length with the Company (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes, (iii) is subject to such Canadian Taxes by reason of its being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder, or (iv) is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of its legal nature. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 60 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence of such payment by the Company. If as a result of any payment by or on behalf of the Company under or with respect to the Securities of any series, any Holder is required to pay tax under Part XIII of the Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder (other than a Holder (i) with which the Company does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such payment; (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes for the payment of any such taxes, together with any interest, penalties and expenses in connection therewith, or (iii) which is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of the legal nature of such Holder). All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company will deliver to the Trustees and to any Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in this Indenture to interest, principal or other payments made or to be made by the Company with respect to the Securities shall be deemed also to refer to the payment of Additional Amounts provided for in Section 3.01 that may be payable in respect thereof. The provisions of this Section 11.05 shall survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Company or any Guarantor under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, including without limitation, penalties, interest and any other similar liabilities related liability with respect thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer the Company or any Guarantor (or any other applicable withholding agent Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any Guaranteesuch Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such Issuer or such Guarantor, as additional amounts (in the form of (x) in the case may beof PIK Interest, will pay additional amounts PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each such Holder or beneficial owner of (including the Notes Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted., provided that no Additional Amounts will be payable with respect to any Note:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Company or any of the Guarantors under or with respect to the Notes and that (whether or not in the form of Definitive Registered Notes) or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (i) any other jurisdiction in which either Issuer the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing governmental authority or agency thereof or therein (eacheach of (i) and (ii), a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment made payments under or with respect to the Notes or any Note Guarantee, such Issuer including, without limitation, payments of principal, redemption price, purchase price, interest or such Guarantorpremium, the Company or the relevant Guarantor or other payor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (i) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or the Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee; (ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (iv) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (including v) any Taxes payable other than by deduction or withholding from payments under, or deduction attributable with respect to, the Notes or with respect to any Note Guarantee; (vi) any Taxes to the Additional Amounts) will be not less than extent such Taxes are imposed or withheld by reason of the amount failure of the Holder or beneficial owners owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would have received if be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation; (vii) any Taxes had imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not been required materially more onerous to be withheld comply with), the U.S. Treasury Regulations issued thereunder or deductedany official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or (viii) any combination of clauses (i) through (vii) above.

Additional Amounts. (a) All payments that the Issuers make made by a Co-Issuer or a Guarantor under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee the Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) Taxes imposed or levied by or on behalf of Canada, the United States, or any other Taxing Authority in any jurisdiction in which either a Co-Issuer or any Guarantor is incorporated, incorporated or organized or otherwise is (or is deemed to be) resident or engaged in or carrying on doing business for tax purposes or any jurisdiction from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in is made (each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless any such withholding or deduction is then required by law. If either Issuer any withholding or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount deduction for or on account of any Taxes of imposed by a Relevant Taxing Jurisdiction is required from any payment made under or with respect to the Notes or any Guaranteethe Guarantees, (a) the applicable withholding agent will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required under applicable law, and (b) the applicable Co-Issuer or such Guarantor, as the case may be, Guarantor will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will be not less than equal the amount the Holder or beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted.; provided, however, that no Additional Amounts will be payable with respect to any estate, inheritance, gift, sales, capital gains, or personal property Tax or any similar Tax, or any Tax that would not have been imposed, payable or due:

Additional Amounts. (a) All payments that made by the Issuers make Issuer under or with respect to the Notes and that (whether or not in the form of Definitive Registered Notes) or any Guarantor makes under or of the Guarantors with respect to any its Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either the Issuer or any Guarantor (including any successor entity) is then incorporated, organized or otherwise resident or engaged in business or carrying on business resident for tax purposes or any political subdivision thereof or therein or any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuer or any Guarantor or (including, without limitation, the jurisdiction of any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein Paying Agent) (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made by the Issuer under or with respect to the Notes or any of the Guarantors with respect to any Note Guarantee, such including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder holder (including Additional Amounts) after such withholding, deduction or beneficial owner imposition will equal the respective amounts that would have been received and retained in respect of such payments in the Notes after absence of such withholding or deduction (including any withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All If specified pursuant to Section 3.01, all payments that made by or on behalf of the Issuers make Company under or with respect to the Notes and that Securities of any Guarantor makes under or with respect to any Guarantee series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges government charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (each, a “Relevant Taxing JurisdictionCanadian Taxes”), unless withholding the Company is required to withhold or deduction is then required deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either Issuer or any Guarantor or any other applicable withholding agent the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeSecurities, such Issuer or such Guarantor, as the case may be, Company will pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable with respect to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder (an “Excluded Holder”) in respect of the beneficial owner thereof (i) with which the Company does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes, (iii) which is subject to such Canadian Taxes by reason of its being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder, or (iv) which is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of the legal nature of such Holder. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 60 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence of such payment by the Company. If as a result of any payment by or on behalf of the Company under or with respect to the Securities of any series, any Holder is required to pay tax under Part XIII of the Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder (other than a Holder (i) with which the Company does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such payment; (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes for the payment of any such taxes, together with any interest, penalties and expenses in connection therewith), or (iii) which is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of the legal nature of such Holder. All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company will deliver to the Trustees and to any Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in this Indenture to interest, principal or other payments made or to be made by the Company with respect to the Securities shall be deemed also to refer to the payment of Additional Amounts provided for in Section 3.01 that may be payable in respect thereof. The provisions of this Section 10.05 shall survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. (a) All payments that Payments made by the Issuers make under or with respect to the Notes and that or any Guarantor makes under or of the Subsidiary Guarantors with respect to any Subsidiary Guarantee will shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either any Issuer or any Subsidiary Guarantor is incorporatedat any relevant time organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, any Guarantor Issuer or any Subsidiary Guarantor (including the jurisdiction of their any paying agents makes any payment on the Notes agent) or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made by any Issuer under or with respect to the Notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee, such the Company, the Co-Issuer or such the relevant Subsidiary Guarantor, as the case may beapplicable, will pay to each Holder of Notes that are outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or the applicable beneficial owner of (including the Notes Additional Amounts) after such withholding or deduction (including any such withholding or deduction attributable to the in respect of Additional Amounts) will be not less than equal the amount the Holder or such beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment to a Holder or beneficial owner of the Notes in respect of the following Taxes (“Excluded Taxes”):

Additional Amounts. (a) All If specified pursuant to Section 3.01, all payments that made by or on behalf of the Issuers make Company under or with respect to the Notes and that Canadian Securities of any Guarantor makes under or with respect to any Guarantee series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges government charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (each, a “Relevant Taxing JurisdictionCanadian Taxes”), unless withholding the Company is required to withhold or deduction is then required deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either Issuer or any Guarantor or any other applicable withholding agent the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeCanadian Securities, such Issuer or such Guarantor, as the case may be, Company will pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable with respect to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder (an “Excluded Holder”) if the Holder or the beneficial owner of some or all of the payment to the Holder (i) does not deal at arm’s length with the Company (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes, (iii) is subject to such Canadian Taxes by reason of its being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the mere holding of Canadian Securities or the receipt of payments thereunder, or (iv) is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of its legal nature. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 60 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence of such payment by the Company. If as a result of any payment by or on behalf of the Company under or with respect to the Canadian Securities of any series, any Holder is required to pay tax under Part XIII of the Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder (other than a Holder (i) with which the Company does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such payment; (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes for the payment of any such taxes, together with any interest, penalties and expenses in connection therewith, or (iii) which is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of the legal nature of such Holder). All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Canadian Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company will deliver to the Trustees and to any Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in this Indenture to interest, principal or other payments made or to be made by the Company with respect to the Candian Securities shall be deemed also to refer to the payment of Additional Amounts provided for in Section 3.01 that may be payable in respect thereof. The provisions of this Section 11.05 shall survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. (aa)All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) All payments that the Issuers make under or with respect to the Class A Notes and that or any Guarantor makes under or with respect to any Note Guarantee will thereof shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Class A Notes or any GuaranteeNote Guarantee thereof, such including, without limitation, payments of principal, Redemption Price, purchase price, interest, duration fees or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All Unless specified pursuant to Section 3.01, all payments that made by or on behalf of the Issuers make Company under or with respect to the Notes and that Securities or Guarantees (whether or not in the form of definitive notes) of any Guarantor makes under or with respect to any Guarantee series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless the withholding or deduction is then required by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either Issuer any deduction or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied under the laws of Taxes Canada or by or on behalf of any jurisdiction in which the Company or any Subsidiary Guarantor (including any successor or other surviving entity) is then incorporated, engaged in business or resident for tax purpose or any political subdivision or taxing authority thereof or therein or any jurisdiction from or through which payment is made by or on behalf of the Company or any Subsidiary Guarantor (including, without limitation, the jurisdiction of an paying agent) (each, a Relevant Taxing Jurisdiction “Tax Jurisdiction”) will at any time be required to be made from any payment payments made under or with respect to the Notes Securities, including, without limitation, payments of principal, redemption price, purchase price, interest or any Guaranteepremium, such Issuer the Company or such the relevant Subsidiary Guarantor, as the case may beapplicable, will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received in respect of such payments by each Holder or beneficial owner of the Notes holder after such withholding or deduction (including any withholding or deduction attributable with respect to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners holder would have received if such Taxes had not been required to be withheld or deducted.; provided, however, that no Additional Amounts will be payable with respect to:

Additional Amounts. (aa)All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) All payments that the Issuers make under or with respect to the Class B Notes and that or any Guarantor makes under or with respect to any Note Guarantee will thereof shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Class B Notes or any GuaranteeNote Guarantee thereof, such including, without limitation, payments of principal, Redemption Price, purchase price, interest, duration fees or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that of principal of, premium, if any, and interest on the Issuers make under Notes made by the Is- xxxx or with respect any Guarantor pursuant to the Notes and that any Guarantor makes under or with respect to any Guarantee the Noteholder Collateral Platform Guarantees, respective- ly, will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer the Is- xxxx or any Guarantor is organized, incorporated, organized or otherwise resident or engaged in business or carrying on business resident for tax purposes purposes, or from or through which either payment is made by or on behalf of the IssuersIssuer or Guarantor, any Guarantor or any of their paying agents makes any payment on the Notes political subdi- vision or Guarantee, or by, in each case any political subdivision or taxing governmental authority or agency thereof or therein having the power to tax (eachcollectively, “Taxes” and each such jurisdiction, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either the Issuer or any Guarantor or any other applicable withholding agent such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If any amount for or on account of Taxes of a Relevant Taxing Jurisdiction is so required to be withheld or deducted from any payment made under un- der or with respect to the Notes or any Guaranteethe Noteholder Collateral Platform Guarantees, such the Issuer or such Guarantor, as the case may be, will pay pay, or cause to be paid, such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to the in respect of Additional Amounts) will not be not less than the amount the such Holder or beneficial owners owner would have received if such Taxes had not been required to be withheld with- held or deducted.; provided, however, that no Additional Amounts will be payable with respect to a pay- ment made to a Holder or beneficial owner of the Notes or to a third party on behalf of a Holder or bene- ficial owner of the Notes with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Company under or with respect to the Notes and that (or by any Guarantor makes under or with respect to any Guarantee will Guarantee) shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, hereinafter “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United Statesgovernment of the Republic of Xxxxxxxx Islands or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which either Issuer the Company (including any successor entity) or such Guarantor is organized or is otherwise resident for tax purposes, or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or jurisdiction from or through which either payment is made (including, without limitation, the jurisdiction of the Issuers, any Guarantor or any of their each paying agents makes any payment on the Notes or Guarantee, or by, in agent) (each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Specified Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made under or with respect to the Notes or any Guarantee, the Guarantees. The Company and the Guarantors shall pay such Issuer or such Guarantor, as the case may be, will pay additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received in respect of such payments by each a Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will shall not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

Additional Amounts. (a) All payments that made by the Issuers make under Issuer or a Subsidiary Guarantor (each, a “Payor”) under, or with respect to the Notes and that any Guarantor makes under to, this Note, or with respect to any a Subsidiary Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed unless the Payor is required to withhold or levied deduct such Taxes by law or on behalf of Canada, by the United States, official interpretation or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by lawadministration thereof. If either Issuer or any Guarantor or any other applicable withholding agent the Payor is required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of (i) Bermuda, Netherlands, and Netherlands Antilles or any political subdivision or governmental authority of any thereof or therein having the power to tax, (ii) any jurisdiction from or through which payment on the Notes or the Subsidiary Guarantee is made, or any political subdivision or governmental authority thereof or therein having the power to tax, or (iii) any other jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction Jurisdiction”) from any payment made under or with respect to the Notes this Note or any Subsidiary Guarantee, such Issuer or such Guarantor, as the case may be, Payor will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner holder of the Notes this Note (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners such holder would have received if such Taxes had not been required to be withheld or deducted.; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

Additional Amounts. (a) All payments that the Issuers make made under or with respect to the Notes and that any Guarantor makes by the Company or under or with respect to any Guarantee by any Guarantor will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (includingincluding penalties, without limitation, penaltiesadditions to tax, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any withholding or deduction is required for or on account of any Taxes imposed or levied by or on behalf of Canada, the United States, or (i) any other jurisdiction in which either Issuer the Company or any Guarantor is incorporatedincorporated or organized, organized or otherwise resident or engaged in or carrying on doing business for tax purposes or (ii) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Company or any Guarantor or (including the jurisdiction of any of their paying agents makes any payment on the Notes or Guarantee, or byagent) or, in each case case, any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding the Company or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect the relevant Guarantor, subject to the Notes or any Guarantee, such Issuer or such Guarantor, as the case may beexceptions listed below, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the applicable series of Notes after such withholding or deduction by any applicable withholding agent (including any withholding or deduction attributable to the Additional AmountsAmounts payable hereunder) will not be not less than the amount the Holder or beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted.. Neither the Company nor any Guarantor will, however, pay Additional Amounts to a holder or beneficial owner of Notes:

Additional Amounts. (a) All payments that made by the Issuers make Issuer or any Guarantor under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee its Note Guarantee, as the case may be, will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) charge of whatever nature nature, including penalties and interest related thereto (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either the Issuer or any Guarantor such Guarantor, as the case may be, is then incorporated, organized or otherwise resident or engaged in business or carrying on business resident for tax purposes or from any political subdivision thereof or therein or any jurisdiction by or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein is made (each, a “Relevant Taxing Tax Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If either Issuer any deduction or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of any Tax Jurisdiction will at any time be required to be made from, or such Taxes are imposed directly on any Holder or beneficial owner of a Relevant Taxing Jurisdiction from the Notes on, any payment payments made by the Issuer or such Guarantor, as the case may be, under or with respect to the Notes or any its Note Guarantee, such as the case may be, including payments of principal, redemption price, purchase price, interest or premium, the Issuer or such Guarantor, as the case may be, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts which would have been received and retained in respect of such payments in the absence of such withholding, deduction or imposition; provided, however, that no Additional Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that the Issuers make made under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will shall be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including related penalties, interest and other similar liabilities related theretoliabilities) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canadathe government of the Kingdom of Belgium, the United StatesLuxembourg or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which either the Issuer is organized or is otherwise resident for tax purposes, or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or jurisdiction from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein is made (each, a “Relevant Taxing Jurisdiction”), unless withholding the Issuer is required to withhold or deduction is then required deduct Taxes by lawlaw or by the interpretation or administration thereof. If either the Issuer or any Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes of imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeNotes, the Issuer shall pay such Issuer or such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or the Holders and beneficial owner owners of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or Holders and beneficial owners of the Notes would have received if such Taxes had not been required to be withheld or deducted.; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or the Guarantor (including, in each case, any successor entity) under or with respect to the Notes and that any Guarantor makes under or with respect to any the Note Guarantee will shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or any the Issuer, the Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction (other than the United States) in which the Issuer or the Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction (other than the United States) from or through which any payment is made by or on behalf of the Issuer or the Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any the Note Guarantee, such including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) 2.6.1 All payments that made by or on account of any obligation of the Issuers make Issuer under or with respect to the Trust Notes and that — Series 2015-A, or by or on account of any Guarantor makes obligation of the Credit Supporter under or with respect to any Guarantee will the Guarantee, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (eachhereinafter, a “Relevant Taxing JurisdictionCanadian Taxes”), unless withholding the Issuer or deduction the Credit Supporter is then required to withhold or deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either the Issuer or any Guarantor or any other applicable withholding agent the Credit Supporter is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Trust Notes — Series 2015-A or any the Guarantee, such the Issuer or the Credit Supporter shall pay as additional interest such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will shall not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to a payment made to a Holder (an “Excluded Holder”) in respect of a beneficial owner (i) with which the Issuer or the Credit Supporter does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of such Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Trust Notes — Series 2015-A or the receipt of payments thereunder. The Issuer or the Credit Supporter shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law.

Additional Amounts. (a) 2.6.1 All payments that made by or on account of any obligation of the Issuers make Issuer under or with respect to the Trust Notes and that — Series 2017-A, or by or on account of any Guarantor makes obligation of the Credit Supporter under or with respect to any Guarantee will the Guarantee, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (eachhereinafter, a “Relevant Taxing JurisdictionCanadian Taxes”), unless withholding the Issuer or deduction the Credit Supporter is then required to withhold or deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either the Issuer or any Guarantor or any other applicable withholding agent the Credit Supporter is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Trust Notes — Series 2017-A or any the Guarantee, such the Issuer or the Credit Supporter shall pay as additional interest such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will shall not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to a payment made to a Holder (an “Excluded Holder”) in respect of a beneficial owner (i) with which the Issuer or the Credit Supporter does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of such Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Trust Notes — Series 2017-A or the receipt of payments thereunder. The Issuer or the Credit Supporter shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law.

Additional Amounts. (a) All payments that of principal of, premium, if any, and interest on the Issuers make under Notes made by the Issuer or with respect the Guarantor pursuant to the Notes and that any Guarantor makes under or with respect to any Guarantee will the Guarantee, respectively, shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of CanadaCanada or of any province, the United States, territory or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision thereof or taxing by any authority or agency therein or thereof or therein having power to tax (collectively, "Taxes" and each, a “Relevant "Taxing Jurisdiction”"), unless withholding the Issuer or deduction the Guarantor, as the case may be, is then required to withhold or deduct Taxes by lawlaw or by the interpretation or administration thereof. If either the Issuer or any the Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any the Guarantee, such respectively, the Issuer or such the Guarantor, as the case may be, will pay shall pay, or cause to be paid, such additional amounts (“the "Additional Amounts”") as may be necessary to ensure so that the net amount received by each Holder or (in respect of the beneficial owner of the Notes thereof) (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided, however, that no Additional Amounts shall be payable with respect to a payment made to a Holder or beneficial owner thereof or to a third party on behalf of a Holder or beneficial owner thereof (an "Excluded Holder") with respect to:

Additional Amounts. (a) All payments that made by or on behalf any of the Issuers make or any Subsidiary Guarantor under or with respect to the Notes and that or any Guarantor makes under or with respect to any Subsidiary Guarantee will be made free and clear of and without withholding or deduction for or on account of any present Taxes unless required by law. If any such withholding or future taxdeduction is imposed by (i) any jurisdiction in which any of the Issuers or any Subsidiary Guarantor is organized, dutyresident or engaged in business for tax purposes or any political subdivision thereof or therein, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related theretoii) of whatever nature (collectively, “Taxes”) imposed any jurisdiction from or levied through which any payment is made by or on behalf of Canada, any of the United States, Issuers or any other Subsidiary Guarantor (including the jurisdiction in which either Issuer of any paying agent for the Notes) or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account in respect of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeSubsidiary Guarantee (including payments of principal, such redemption price, interest or premium (if any)), the applicable Issuer or such Subsidiary Guarantor, as the case may be, will pay (together with such payments) such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) by any applicable withholding agent will be not less than equal the amount the Holder or beneficial owners owner would have received if no such Taxes had not been required to be withheld or deducted.; provided, however, that no Additional Amounts will be payable with respect to:

Additional Amounts. (a) All Any payments that made by or on behalf of the Issuers make Issuer or Guarantor under or with respect to the Notes and that Debentures (including, without limitation, any Guarantor makes under or with respect to any Guarantee Common Share Payment) (in this section 2.16, such payment, a “Debenture Payment”) will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory of Canada or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein having power to tax, including, without limitation any such charges or taxes imposed under Part XIII of the Income Tax Act (each, a Canada) (or any successor legislation of similar effect) (“Relevant Taxing JurisdictionTaxes”), unless withholding the Issuer or deduction Guarantor is then required to withhold or deduct any amount, for or on account of, Taxes by lawApplicable Law. If either the Issuer or any Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment Debenture Payment made under or with respect to the Notes Debentures, the Trustee will make such withholding or any Guarantee, such deduction and will remit the full amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the Issuer or such Guarantor, as the case may beapplicable, will pay to the Trustee for payment to the relevant Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of (including Additional Amounts) after the Notes after such withholding or deduction (including of any withholding or deduction attributable to the Additional Amounts) Indemnified Taxes will not be not less than the amount the such Holder or beneficial owners would have received if such Indemnified Taxes had not been required to be withheld or deducted.

Additional Amounts. (a) All payments that made by the Issuers make under Issuer or a Subsidiary Guarantor (each, a “Payor”) under, or with respect to the Notes and that any Guarantor makes under to, this Note or with respect to any Guarantee a Subsidiary Guarantee, will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed unless the Payor is required to withhold or levied deduct such Taxes by law or on behalf of Canada, by the United States, official interpretation or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by lawadministration thereof. If either Issuer or any Guarantor or any other applicable withholding agent the Payor is required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of (i) Bermuda, Netherlands, and Netherlands Antilles or any political subdivision or governmental authority of any thereof or therein having the power to tax, (ii) any jurisdiction from or through which payment on the Notes or the Subsidiary Guarantee is made, or any political subdivision or governmental authority thereof or therein having the power to tax, or (iii) any other jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction Jurisdiction”) from any payment made under or with respect to the Notes this Note or any Subsidiary Guarantee, such Issuer or such Guarantor, as the case may be, Payor will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner holder of the Notes this Note (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners such holder would have received if such Taxes had not been required to be withheld or deducted.; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

Additional Amounts. (aa)All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) All payments that the Issuers make under or with respect to the Backstop Notes and that or any Guarantor makes under or with respect to any Note Guarantee will thereof shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Backstop Notes or any GuaranteeNote Guarantee thereof, such including, without limitation, payments of principal, Redemption Price, purchase price, interest, duration fees or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) 2.6.1 All payments that made by or on account of any obligation of the Issuers make Issuer under or with respect to the Trust Notes and that — Series 2016-A, or by or on account of any Guarantor makes obligation of the Credit Supporter under or with respect to any Guarantee will the Guarantee, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (eachhereinafter, a “Relevant Taxing JurisdictionCanadian Taxes”), unless withholding the Issuer or deduction the Credit Supporter is then required to withhold or deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either the Issuer or any Guarantor or any other applicable withholding agent the Credit Supporter is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Trust Notes — Series 2016-A or any the Guarantee, such the Issuer or the Credit Supporter shall pay as additional interest such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will shall not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to a payment made to a Holder (an “Excluded Holder”) in respect of a beneficial owner (i) with which the Issuer or the Credit Supporter does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of such Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Trust Notes — Series 2016-A or the receipt of payments thereunder. The Issuer or the Credit Supporter shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law.

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or the Guarantor (including, in each case, any successor entity) under or with respect to the Notes and that any Guarantor makes under or with respect to any the Note Guarantee will shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or any the Issuer, the Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction (other than the United States) in which the Issuer or the Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction (other than the United States) from or through which any payment is made by or on behalf of the Issuer or the Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any the Note Guarantee, such including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that the Issuers make made under or with respect to the Notes and that (whether or not in the form of Definitive Registered Notes) or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (i) any other jurisdiction in which either the Issuer or any Guarantor (including any successor entity) is incorporatedthen incorporated or organized, organized or otherwise resident or engaged in business or carrying on business resident for tax purposes purposes, or any political subdivision thereof or therein, or (ii) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding ) will at any time be required to be made from any payments made by or deduction is then required by law. If either on behalf of the Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, such including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received by each Holder or beneficial owner in respect of the Notes such payments after such withholding or deduction (including any such withholding or deduction attributable to the from such Additional Amounts) will be not less than equal the amount the Holder or beneficial owners respective amounts that would have been received if in respect of such Taxes had not been required to payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by the Co-Issuers make or a Guarantor under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee the Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) Taxes imposed or levied by or on behalf of Canada, the United States, or any other Taxing Authority in any jurisdiction in which either a Co-Issuer or any Guarantor is incorporated, organized or is otherwise resident or engaged in or carrying on business deemed resident for tax purposes or any jurisdiction from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in is made (each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding a Co-Issuer or deduction Guarantor is then required to withhold or deduct Taxes by lawlaw or by the interpretation or administration thereof. If either a Co-Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guaranteethe Guarantees, such Co-Issuer or Guarantor will (a) make such Guarantor, as withholding or deduction and (b) remit the case may be, will full amount deducted or withheld to the relevant authority in accordance with and in the time required under applicable law and (c) pay such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will be not less than equal the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided, however, that no Additional Amounts will be payable with respect to any estate, inheritance, gift, sales, capital gains, excise or personal property tax or any similar Tax or governmental charge or any Tax that would not have been imposed, payable or due:

Additional Amounts. (a) All payments that made by the Issuers make Company under or with respect to the Notes and that any or the Guarantor makes under or with respect to any Guarantee the Guaranty will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge, including any related interest, penalties or additions to tax (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Company or any the Guarantor is incorporatedfrom time to time organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or resident for tax purposes or any political subdivision thereof or therein, or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Company or the Guarantor (including the jurisdiction of any Guarantor paying agent) or any of their paying agents makes any payment on the Notes political subdivision thereof or Guarantee, or bytherein, in each case any political subdivision or taxing authority or agency thereof or therein other than Canada (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made by the Company under or with respect to the Notes or any Guaranteethe Guarantor under or with respect to the Guaranty, such Issuer the Company or such the Guarantor, as the case may beapplicable, will pay additional amounts (“to each Holder of Notes, such Additional Amounts”) Amounts as may be necessary to ensure so that the net amount received by each such Holder or beneficial owner of (including the Notes Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment to a Holder of Notes to the extent:

Additional Amounts. (aA) All payments that the Issuers make made by Issuer under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levyassessment, impost, assessment or other governmental charges charge of whatever nature imposed, levied, collected, withheld or assessed (including, without limitation, penalties, including any penalties and interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United States, any province or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or byterritory thereof or, in each case case, any political subdivision agency or taxing authority therein or agency thereof or therein (each, a “Relevant Taxing JurisdictionCanadian Taxes”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made under or with respect to the Notes Notes, including, without limitation, payments of principal, Redemption Price, Fundamental Change Repurchase Price, Tax Redemption Price, purchase price, interest or any Guaranteepremium, Issuer will make such Issuer withholdings or deduction and pay as additional interest such Guarantor, as the case may be, will pay additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding withholding, deduction or deduction imposition (including any withholding such withholding, deduction or deduction attributable to the imposition from such Additional Amounts) will be not less than equal the amount the Holder or beneficial owners respective amounts that would have been received if in respect of such Taxes had not been required to payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be withheld or deducted.payable with respect to:

Additional Amounts. (a) All If specified pursuant to Section 3.01, all payments that made by or on behalf of the Issuers make Company under or with respect to the Notes and that Securities of any Guarantor makes under or with respect to any Guarantee series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges government charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (each, a “Relevant Taxing Jurisdiction”"Canadian Taxes"), unless withholding the Company is required to withhold or deduction is then required deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either Issuer or any Guarantor or any other applicable withholding agent the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeSecurities, such Issuer or such Guarantor, as the case may be, Company will pay as additional interest such additional amounts (“"Additional Amounts”") as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable with respect to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a -------- ------- payment made to a Holder (an "Excluded Holder") in respect of the beneficial owner thereof (i) with which the Company does not deal at arm's length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes, (iii) which is subject to such Canadian Taxes by reason of its being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder, or (iv) which is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of the legal nature of such Holder. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 30 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence of such payment by the Company. If as a result of any payment by or on behalf of the Company under or with respect to the Securities of any series, any Holder is required to pay tax under Part XIII of the Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder (other than a Holder (i) with which the Company does not deal at arm's length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such payment; (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes for the payment of any such taxes, together with any interest, penalties and expenses in connection therewith), or (iii) which is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of the legal nature of such Holder. All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company will deliver to the Trustees and to any Paying Agent an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in this Indenture to interest, principal or other payments made or to be made by the Company with respect to the Securities shall be deemed also to refer to the payment of Additional Amounts provided for in Section 3.01 that may be payable in respect thereof. The provisions of this Section 10.05 shall survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. (a) All payments that the Issuers make under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor Issuers or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made Guarantors under or with respect to the Notes or any Note Guarantee will be made without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuers or any Guarantor (including any successor entity) is then incorporated, organized, engaged in business or resident for tax purposes or any political subdivision or Governmental Authority thereof or therein or (2) any jurisdiction from or through which payment is made by or on behalf of the Issuers or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or Governmental Authority thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, such Issuer including, without limitation, payments of principal, redemption price, purchase price, interest or such premium, the Issuers or the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including by any applicable withholding agent will equal the amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or any of the Guarantors under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, such including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or any of the Guarantors under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either the Issuer or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (eacheach of (1) and (2), a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment made payments under or with respect to the Notes or any Note Guarantee, such including, without limitation, payments of principal, redemption price, purchase price, interest or premium the Issuer or such the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder holder or beneficial owner Beneficial Owner of the Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction (including any withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All If specified pursuant to Section 301, all payments that made by or on behalf of the Issuers make Company under or with respect to the Notes and that Securities of any Guarantor makes under or with respect to any Guarantee series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges government charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (each, a “Relevant Taxing JurisdictionCanadian Taxes”), unless withholding the Company is required to withhold or deduction is then required deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either Issuer or any Guarantor or any other applicable withholding agent the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeSecurities, such Issuer or such Guarantor, as the case may be, Company will pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable with respect to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder (an “Excluded Holder”) in respect of the beneficial owner thereof (i) with which the Company does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes or (iii) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 60 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company. If as a result of any payment by or on behalf of the Company under or with respect to the Securities of any series, any Holder is required to pay tax under Part XIII of the Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder (other than a Holder (i) with which the Company does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such payment; or (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes for the payment of any such taxes, together with any interest, penalties and expenses in connection therewith). All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company shall deliver to the Trustees and to any Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in this Indenture to interest, principal or other payments made or to be made by the Company with respect to the Securities shall be deemed also to refer to the payment of Additional Amounts provided for in Section 301 that may be payable in respect thereof. Wherever in this Indenture or the Securities there is mentioned, in any context, the payment of principal (or premium, if any), interest, if any, or any other amount payable under or with respect to a Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The provisions of this Subsection 1005 shall survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. (a) All payments that Payments made by the Issuers make Company under or with respect to the Notes and that or any Guarantor makes under of the Guarantors un- der or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge, including any related in- terest, penalties or addition to tax (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any withholding or deduction for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Company or any Guarantor is incorporatedfrom time to time organized, organized or otherwise resident or engaged in or carrying on business for tax purposes purposes, or any political subdivision thereof or therein, or (2) any jurisdic- tion from or through which either payment is made by or on behalf of the Issuers, Company or any Guarantor (including the jurisdiction of the paying agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing JurisdictionTax Jurisdic- tion”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made by the Company under or with respect to the Notes or any of the Guarantors under or with respect to any Guarantee, such Issuer the Company or such the relevant Guarantor, as the case may beapplicable, will pay to each Holder such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each such Holder or beneficial owner of (including the Notes Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment to a Holder (to the extent the following exclusions apply, an “Excluded Holder”):

Additional Amounts. (a) All payments that Payments made by the Issuers make Company under or with respect to the Notes and that or any Guarantor makes of the Guarantors under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge, including any related interest, penalties or additions to tax (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Company or any Guarantor is incorporatedfrom time to time organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Company or any Guarantor (including the jurisdiction of any paying agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made by the Company under or with respect to the Notes or any of the Guarantors under or with respect to any Note Guarantee, such Issuer the Company or such the relevant Guarantor, as the case may beapplicable, will pay to each Holder of Notes, such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each such Holder or beneficial owner of (including the Notes Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment to a Holder of the Notes (to the extent the following exclusions apply, an “Excluded Holder”):

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make or any of the Guarantors under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Issuers or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuers or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (eacheach of (1) and (2), a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment made payments under or with respect to the Notes or any Note Guarantee, such Issuer including, without limitation, payments of principal, redemption price, purchase price, interest or such premium the Issuers or the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction (including any withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer under or with respect to the Notes and that (whether or not in the form of Definitive Registered Notes) or any Guarantor makes under or of the Guarantors with respect to any Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction for, dutyor on account of, levysuch Taxes is then required by law or by the interpretation or administration thereof. If any deduction or withholding for, impostor on account of, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either the Issuer or any Guarantor is incorporatedthen incorporated or organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuer or any Guarantor (including the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct be made from any amount for payments made by or on account behalf of Taxes of a Relevant Taxing Jurisdiction from any payment made the Issuer under or with respect to the Notes or any of the Guarantors under or with respect to any Guarantee, such including payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder after such deduction or beneficial owner of the Notes after withholding (including any such withholding or deduction (including any withholding or deduction attributable to the from such Additional Amounts) will be not less than equal the amount the Holder or beneficial owners respective amounts that would have been received if in respect of such Taxes had not been required to payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make or any of the Guarantors under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Issuers or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuers or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (eacheach of (1) and (2), a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment made payments under or with respect to the Notes or any Note Guarantee, such Issuer including, without limitation, payments of principal, redemption price, purchase price, interest or such premium the Issuers or the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder holder or beneficial owner Beneficial Owner of the Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction (including any withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by the Issuers make Company under or with respect to the Notes and that any or the Guarantor makes under or with respect to any Guarantee the Guaranty will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge, including any related interest, penalties or additions to tax (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Company or any the Guarantor is incorporatedfrom time to time organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or resident for tax purposes or any political subdivision thereof or therein, or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Company or the Guarantor (including the jurisdiction of any Guarantor paying agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made by the Company under or with respect to the Notes or any Guaranteethe Guarantor under or with respect to the Guaranty, such Issuer the Company or such the Guarantor, as the case may beapplicable, will pay additional amounts (“to each Holder of Notes, such Additional Amounts”) Amounts as may be necessary to ensure so that the net amount received by each such Holder or beneficial owner of (including the Notes Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment to a Holder of Notes to the extent:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer under or with respect to the Senior Notes and that (whether or not in the form of Definitive Registered Notes) or any Guarantor makes under or of the Guarantors with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either the Issuer or any Guarantor is then incorporated, organized or otherwise resident or organized, engaged in or carrying on business for tax purposes or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuer or any Guarantor (including the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing "Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ") will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct be made from any amount for payments made by or on account behalf of Taxes of a Relevant Taxing Jurisdiction from any payment made the Issuer under or with respect to the Senior Notes or any of the Guarantors under or with respect to any Note Guarantee, such including payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (“the "Additional Amounts”") as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding withholding, deduction or deduction imposition (including any withholding such withholding, deduction or deduction attributable to the imposition from such Additional Amounts) will be not less than equal the amount the Holder or beneficial owners respective amounts that would have been received if in respect of such Taxes had not been required to payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be withheld or deducted.payable with respect to:

Additional Amounts. (a1) All payments that the Issuers Issuer makes under or with respect to the Notes or that the Subsidiary Guarantors make under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “"Taxes”" or "Tax") imposed or levied by or on behalf of Canada, the United States, federal government of Canada or by or within any province or political subdivision thereof or within any other jurisdiction in which either Issuer the Issuer, the Subsidiary Guarantors or any Guarantor is incorporated, organized Surviving Entity are organised or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein is made (each, a “"Relevant Taxing Jurisdiction”"), unless withholding the Issuer or deduction is then the Subsidiary Guarantors, as the case may be, are required to withhold or deduct Taxes by law or by the interpretation or administration of law. If either the Issuer or any Guarantor or any other applicable withholding agent is the Subsidiary Guarantors are required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeNotes, such the Issuer or such Guarantorthe Subsidiary Guarantors, as the case may be, will shall pay additional amounts (“"Additional Amounts”) as "), to the extent they may be necessary to ensure lawfully do so, so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will shall not be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted...

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Company or any Guarantor (each a “Payor”) under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding such Payor is required to withhold or deduction is then required deduct Taxes by law. If either Issuer or any Guarantor or any other applicable withholding agent a Payor is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which such Payor is incorporated, organized, resident or carrying on business for tax purposes or from or through which such Payor or its respective agents makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction Jurisdiction”) from any payment made under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, such Issuer or such GuarantorPayor, as subject to the case may beexceptions stated below, will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure such that the net amount received in respect of such payment by each Holder or beneficial owner of the Notes Beneficial Holder after such withholding or deduction (including any withholding or deduction attributable to the Additional AmountsAmounts payable hereunder) will not be not less than the amount the Holder or beneficial owners Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted.

Additional Amounts. (a) All payments that made by the Issuers make under or with respect to the Notes and that or any Guarantor makes of the Guarantors under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either an Issuer or any Guarantor is incorporatedorganized, organized or otherwise resident or engaged in or carrying on business for tax purposes or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, an Issuer or any Guarantor (including the jurisdiction of any paying agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then ) will at any time be required to be made by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment payments made by the Issuers under or with respect to the Notes or any of the Guarantors under or with respect to any Guarantee, such the relevant Issuer or such the relevant Guarantor, as the case may beapplicable, will pay to each Holder of Notes such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or the applicable beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to in respect of the Additional Amounts) will be not less than equal the amount the Holder or such beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment to a Holder of the Notes (which Holder shall be deemed, to the extent of any Taxes described below, an “Excluded Holder”):

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Company or any Guarantor under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee the Subsidiary Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impostinterest, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer the Company or any Guarantor (including any successor entities), is incorporated, then organized or otherwise resident or engaged in or carrying on business for tax purposes or from any political subdivision thereof or therein or any jurisdiction by or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein is made (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer the Company or any Guarantor (or any other applicable withholding agent Paying Agent) is required to withhold or deduct Taxes under the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or the Subsidiary Guarantees, the Company or any Guaranteesuch Guarantor (and each Paying Agent) will pay to each Holder of the Notes that are outstanding on the date of the required payment, such Issuer or such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each such Holder or beneficial owner of (including the Notes Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted., provided that no Additional Amounts will be payable with respect to any Note:

Additional Amounts. (a) All payments that made by an Issuer, any Guarantor or a Surviving Entity as well as all payments made by a trustee pursuant to the Issuers make provisions hereof under ARTICLE 8 (each a "PAYOR") under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) charge imposed or levied by or on behalf of Canada, the United States, Canada or any other jurisdiction in which either Issuer subdivision thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof having power to tax (hereinafter "TAXES") unless such Payor is required to withhold or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding deduct Taxes by law or deduction is then required by lawthe interpretation or administration thereof. If either Issuer or any Guarantor or any other applicable withholding agent a Payor is so required to withhold or deduct any amount of interest for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, such Issuer or such Guarantor, as the case may be, Payor will pay such additional amounts of interest (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary to ensure such that the net amount received in respect of such payment by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be so withheld or deducted; PROVIDED that no Additional Amounts will be payable with respect to a payment made to Holder (an "EXCLUDED HOLDER") (i) with which the Payor or Sport Maska Inc. does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or (ii) which is subject to such Taxes by reason of any connection between such Holder and Canada or any province or territory thereof (other than the mere holding of Units or the receipt of payments thereunder) including, without limitation, a Holder who is a resident of Canada within the meaning of the Income Tax Act (Canada) or a non-resident insurer which carries on an insurance business in Canada and in a country other than Canada. Each Payor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Payor will furnish to the Holders of the Units, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by such Payor. The Issuers will indemnify and hold harmless each Holder (other than all Excluded Holders) for the amount of (i) any Taxes not withheld or deducted by a Payor and levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii)( any Taxes imposed with respect to any reimbursement under clauses (i) or (ii) above.

Additional Amounts. (a) All payments that the Issuers make made under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) charge imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (each, a hereinafter “Relevant Taxing JurisdictionTaxes”), unless withholding such Taxes are required to be withheld or deduction is then required deducted by lawlaw or by the interpretation or administration thereof. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction are so required to be withheld or deducted from any payment made by the Canadian Issuer or the Company under or with respect to the Notes or any Guaranteeand the Notes are not redeemed in accordance with the provisions of the last paragraph of this Section 2.12, such the Canadian Issuer or such Guarantor, the Company (as the case may be, applicable) will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such Taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom such Canadian Issuer or the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of such Canadian Issuer or the Company or not dealing at arm’s length with a “specified shareholder” of such Canadian Issuer or the Company as defined in subsection 18(5) of the Tax Act; (b) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (c) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Tax; (d) any Tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; (e) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) Tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under the Canada United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (f) any combination of the foregoing clauses (a) to (e). Each Canadian Issuer or the Company (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. Each Canadian Issuer or the Company (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any Taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. Each Canadian Issuer and the Company will indemnify and hold harmless each Holder and, upon written request, will reimburse each such Holder for the amount of (i) any Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (f) above) levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by such Canadian Issuer or the Company (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (f) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such Taxes on such Holder’s net income. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if a Canadian Issuer will be obligated to pay Additional Amounts with respect to such payment, such Canadian Issuer will deliver to the U.S. Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the U.S. Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Purchase Price, Change of Control Payment, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 2.12 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 2.12 and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of any Canadian Issuer and the Company under this Section 2.12 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes. The Notes will be subject to redemption as a whole, but not in part, at the option of the Issuer at any time at 100% of the principal amount, together with accrued interest thereon to the Redemption Date, in the event the Issuer shall have received an opinion from independent tax counsel experienced in such matters to the effect that a Canadian Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of a change in the laws of Canada or any political subdivision or taxing authority thereof or therein (including any regulations promulgated thereunder), or any change in any official position regarding the application or interpretation of such laws or regulations, which change is announced or becomes effective on or after December 31, 2018.”

Additional Amounts. (a) All payments that the Issuers make made by Canadian Abraxas or any Subsidiary Guarantor under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) charge imposed or levied by or on behalf of Canadathe Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of Canadian Abraxas or any Subsidiary Guarantor) (hereunder "Taxes"), unless Canadian Abraxas or the United Statesapplicable Subsidiary Guarantor, or any other jurisdiction in which either Issuer successor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant governmental authority or agency. If Canadian Abraxas or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Subsidiary Guarantor or any of their paying agents makes any payment on successor, as the Notes or Guaranteecase may be, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, such Issuer Canadian Abraxas or such Subsidiary Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner (a) with which the Issuers or such Subsidiary Guarantor does not deal at arm's-length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or (b) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of the Notes or the receipt of payments thereunder. Canadian Abraxas and the Subsidiary Guarantors will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law. Canadian Abraxas and the Subsidiary Guarantors will furnish to the Holders, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment. Canadian Abraxas and the Subsidiary Guarantors will, jointly and severally, indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (A) any Taxes so levied or imposed on and paid by such Holder as a result of payments made under or with respect to the Notes or any Guarantee, (B) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (C) any Taxes imposed with respect to any reimbursement under (A) or (B) so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if Canadian Abraxas or a Subsidiary Guarantor will be obligated to pay Additional Amounts with respect to such payment, Canadian Abraxas or such Subsidiary Guarantor, as the case may be, will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, Change of Control payment, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuers will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes or any other document or instrument in relation thereto, or from the receipt of any payments with respect to the Notes, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of Canada, the jurisdiction of incorporation of any successor of either of the Issuers or any jurisdiction in which a Paying Agent is located, and hereby agree to indemnify the Holders for any such taxes paid by such Holders. The foregoing obligations shall survive any termination, defeasance or discharge of this Indenture and the payment of all amounts owing under or with respect to the Notes and any Guarantee.

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Backstop Notes and that or any Guarantor makes under or with respect to any Note Guarantee will thereof shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Backstop Notes or any GuaranteeNote Guarantee thereof, such including, without limitation, payments of principal, Redemption Price, purchase price, interest, duration fees or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that the Issuers make under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor Company or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made Guarantors under or with respect to the Notes or any Note Guarantee will be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company or any Guarantor (including any successor entity) is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the jurisdiction of any paying agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, such Issuer including, without limitation, payments of principal, redemption price, purchase price, interest or such premium, the Company or the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”” ) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction (including any withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All If specified pursuant to Section 301, all payments that made by or on behalf of the Issuers make Company under or with respect to the Notes and that Securities of any Guarantor makes under or with respect to any Guarantee series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges government charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (each, a “Relevant Taxing Jurisdiction”"Canadian Taxes"), unless withholding the Company is required to withhold or deduction is then required deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If either Issuer or any Guarantor or any other applicable withholding agent the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeSecurities, such Issuer or such Guarantor, as the case may be, Company will pay as additional interest such additional amounts (“"Additional Amounts”") as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable with respect to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder (an "Excluded Holder") in respect of the beneficial owner thereof (i) with which the Company does not deal at arm's length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes or (iii) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 30 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company. If as a result of any payment by or on behalf of the Company under or with respect to the Securities of any series, any Holder is required to pay tax under Part XIII of the Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder (other than a Holder (i) with which the Company does not deal at arm's length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such payment; or (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes for the payment of any such taxes, together with any interest, penalties and expenses in connection therewith). All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company will deliver to the Trustees and to any Paying Agent an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in this Indenture to interest, principal or other payments made or to be made by the Company with respect to the Securities shall be deemed also to refer to the payment of Additional Amounts provided for in Section 301 that may be payable in respect thereof. The provisions of this Subsection 1005 shall survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. (a) All payments that and deliveries made by, or on behalf of the Issuers make Company (including, for the purposes of this Section 5.12, any successor to the Company) under or with respect to the Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Purchase Price), payments of interest and that deliveries of Common Shares or other Reference Property (together with payment of cash in lieu of any Guarantor makes under or with respect to any Guarantee will fractional Common Shares) upon conversion, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (including interest and penalties related thereto) (collectively, “Applicable Taxes”) imposed or levied by or within the jurisdiction in which the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business Company for tax purposes or from or through which either of the Issuers, any Guarantor or any tax law of their paying agents makes any payment on the Notes or Guarantee, or bythat jurisdiction (or, in each case case, any political subdivision or taxing authority or agency thereof or therein therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is then required by law or by regulation or governmental policy having the force of law. If either Issuer In the event that any such withholding or any Guarantor or any other applicable withholding agent deduction is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect so required, the Company shall pay to the Notes or any Guarantee, Holder of each Note such Issuer or such Guarantor, as the case may be, will pay additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or the beneficial owner of the Notes owners after such withholding or deduction (including and after deducting any withholding Applicable Taxes imposed or deduction attributable to levied by a Relevant Taxing Jurisdiction on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owners had no such withholding or deduction been required; provided, however, that no Additional Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable:

Additional Amounts. (a) All payments made under or with respect to the Notes or that the Issuers Guarantors make under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either the Issuer or any Guarantor is incorporatedorganized, organized or otherwise resident or engaged in or carrying on business business, resident for tax purposes or generally subject to tax on a net income basis or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes is made or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein having the power to tax (each, a “Relevant Taxing Jurisdiction”) and any interest, penalties and other liabilities with respect thereto (collectively, “Taxes”), unless the withholding or deduction of such Taxes is then required by lawlaw or by the relevant taxing authority’s interpretation or administration thereof. If either In the event that the Issuer or any Guarantor or any other applicable withholding agent is required to so withhold or deduct any amount for or on account of any such Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeNotes, such the Issuer or such Guarantor, as the case may be, will shall pay such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will shall be not less than the amount the that such Holder or beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted.. Notwithstanding the foregoing, neither the Issuer nor the Guarantor shall pay Additional Amounts to a Holder or beneficial owner of any Note in respect or on account of:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Class A Notes and that or any Guarantor makes under or with respect to any Note Guarantee will thereof shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Class A Notes or any GuaranteeNote Guarantee thereof, such including, without limitation, payments of principal, Redemption Price, purchase price, interest, duration fees or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that required to be made by the Issuers make Company under or with respect to the Notes and that (the Company or any Guarantor makes under or with respect to any Guarantee successor thereof making such payment, the “Payor”), will be made free and clear of and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) taxes imposed or levied by or on behalf of Canada, the United States, any authority or agency having power to tax within any other jurisdiction in which either Issuer or any Guarantor Payor is incorporated, organized or otherwise resident for tax purposes, or engaged in or carrying on business for tax purposes purposes, or any jurisdiction from or through which either payment is made by or on behalf of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in such Payor (each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding such Payor is required to withhold or deduction is then required deduct such taxes by lawlaw or regulation. If either Issuer or any Guarantor or any other applicable withholding agent a Payor is so required to withhold or deduct any amount for or on account of Taxes taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any the Guarantee, as applicable, such Issuer or Payor will be required to pay such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each any Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners owner would have received if such Taxes taxes had not been required to be withheld or deducted.; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

Additional Amounts. (a) All payments that of principal of, premium, if any, and interest on the Issuers make under Notes made by the Is- xxxx or with respect any Guarantor pursuant to the Notes and that any Guarantor makes under or with respect to any Guarantee the Noteholder Collateral Platform Guarantees, respective- ly, will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, or any other jurisdiction in which either Issuer the Is- xxxx or any Guarantor is organized, incorporated, organized or otherwise resident or engaged in business or carrying on business resident for tax purposes purposes, or from or through which either payment is made by or on behalf of the IssuersIssuer or Guarantor, any Guarantor or any of their paying agents makes any payment on the Notes political subdi- vision or Guarantee, or by, in each case any political subdivision or taxing governmental authority or agency thereof or therein having the power to tax (eachcollectively, “Taxes” and each such jurisdiction, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either the Issuer or any Guarantor or any other applicable withholding agent such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If any amount for or on account of Taxes of a Relevant Taxing Jurisdiction is so required to be withheld or deducted from any payment made under un- der or with respect to the Notes or any Guaranteethe Noteholder Collateral Platform Guarantees, such the Issuer or such Guarantor, as the case may be, will pay pay, or cause to be paid, such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted.de- ducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder or beneficial owner of the Notes or to a third party on behalf of a Holder or beneficial owner of the Notes with respect to:

Additional Amounts. (a) All payments that the Issuers make Payments made by either Co-Issuer or any Guarantor under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impostinterest, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) charge imposed or levied by or on behalf of Canada, the United States, Government of Canada or any other jurisdiction in which province or territory thereof or by any authority or agency therein or thereof having power to tax (“Taxes”), unless such Co-Issuer or Guarantor is required to withhold or deduct Taxes under Canadian law or by the interpretation or administration thereof. If, after the Issue Date, either Co-Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any GuaranteeNotes, such Co-Issuer or such Guarantor, as the case may be, Guarantor will pay to each holder of Notes that are Outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of such holder (including the Notes Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment made to a Holder (an “Excluded Holder”) in respect of a beneficial holder:

Additional Amounts. (a) All payments that made by the Issuers make Company, the Guarantor or on the Company’s or the Guarantor’s behalf under or with respect to the Notes or the Guarantee (including deliveries of ERPSs, Common Stock, Reference Property and that payment of cash for any Guarantor makes under or with respect to any Guarantee will fractional share upon exchange) shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest interest, additions to tax and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Company or the Guarantor is organized, resident or doing business for Tax purposes or any Guarantor is incorporated, organized department or otherwise resident political subdivision thereof or engaged in therein or carrying on business for tax purposes or (2) any jurisdiction from or through which either of payment is made by the IssuersCompany, any the Guarantor or the Trustee or any of their paying agents makes any payment on the Notes department or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made under or with respect to the Notes Notes, including payments of cash or any Guaranteedeliveries of ERPS or Common Stock or other Reference Property, such Issuer the Company or such the Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding or deduction attributable to the in respect of Additional Amounts) will be not less than equal the amount the Holder or beneficial owners respective amounts that would have been received if in respect of such Taxes had not been required to payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer under or with respect to the Senior Secured Notes and that (whether or not in the form of Definitive Registered Notes) or any Guarantor makes under or of the Guarantors with respect to any Guarantee Senior Secured Notes Guarantee, as applicable, will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either the Issuer or any Guarantor is incorporatedthen incorporated or organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuer or any Guarantor (including the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct be made from any amount for payments made by or on account behalf of Taxes of a Relevant Taxing Jurisdiction from any payment made the Issuer under or with respect to the Senior Secured Notes or any of the Guarantors under or with respect to any Senior Secured Notes Guarantee, such including payments of principal, redemption price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received by each Holder or beneficial owner in respect of the Notes such payments after such withholding withholding, deduction or deduction imposition (including any withholding such withholding, deduction or deduction attributable to the imposition from such Additional Amounts) will be not less than equal the amount the Holder or beneficial owners respective amounts that would have been received if in respect of such Taxes had not been required to payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that the Issuers Issuer makes under or with respect to this Note or that the Subsidiary Guarantors make under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “"Taxes”" or "Tax") imposed or levied by or on behalf of Canada, the United States, federal government of Canada or by or within any province or political subdivision thereof or within any other jurisdiction in which either Issuer the Issuer, the Subsidiary Guarantors or any Guarantor is incorporated, Surviving Entity are organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein is made (each, a “"Relevant Taxing Jurisdiction”"), unless withholding the Issuer or deduction is then the Subsidiary Guarantors, as the case may be, are required to withhold or deduct Taxes by law or by the interpretation or administration of law. If either the Issuer or any Guarantor or any other applicable withholding agent is the Subsidiary Guarantors are required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to this Note, the Notes or any Guarantee, such Issuer or such Guarantorthe Subsidiary Guarantors, as the case may be, will shall pay additional amounts (“"Additional Amounts”) as "), to the extent they may be necessary to ensure lawfully do so, so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will shall not be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.

Additional Amounts. (a) All payments that the Issuers make made by Canadian Abraxas or any Subsidiary Guarantor under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) charge imposed or levied by or on behalf of Canadathe Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of Canadian Abraxas or any Subsidiary Guarantor) (hereunder "Taxes"), unless Canadian Abraxas or the United Statesapplicable Subsidiary Guarantor, or any other jurisdiction in which either Issuer successor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant governmental authority or agency. If Canadian Abraxas or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Subsidiary Guarantor or any of their paying agents makes any payment on successor, as the Notes or Guaranteecase may be, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, such Issuer Canadian Abraxas or such Subsidiary Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner (a) with which the Issuers or such Subsidiary Guarantor does not deal at arm's-length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or (b) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of the Notes or the receipt of payments thereunder. Canadian Abraxas and the

Additional Amounts. (a) All Unless otherwise provided pursuant to Section 301, all payments that made by or on behalf of the Issuers make Company or the Guarantor under or with respect to the Notes and that Securities of any Guarantor makes under series or with respect to any Guarantee Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory thereof or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency therein or thereof or therein having power to tax (each, a “Relevant Taxing Jurisdiction”hereinafter "CANADIAN TAXES"), unless withholding the Company or deduction the Guarantor, as the case may be, is then required to withhold or deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof. If either Issuer the Company or any the Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes Securities or any GuaranteeGuarantees, such Issuer the Company or such the Guarantor, as the case may be, will pay to each Holder as additional interest such additional amounts (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including and after deducting any withholding or deduction attributable to the Canadian Taxes on such Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Canadian Taxes had not been required to be withheld or deducted.. However, no Additional Amounts will be payable with respect to a payment made to a Holder (such Holder, an "EXCLUDED HOLDER") in respect of the beneficial owner thereof:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make or any of the Guarantors under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Issuers or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuers or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (eacheach of (1) and (2), a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment made payments under or with respect to the Notes or any Note Guarantee, such Issuer including, without limitation, payments of principal, redemption price, purchase price, interest or such premium the Issuers or the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder holder or beneficial owner of the Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction (including any withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make or any of the Guarantors under or with respect to the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Issuers or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuers or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (eacheach of (1) and (2), a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment made payments under or with respect to the Notes or any Note Guarantee, such Issuer including, without limitation, payments of principal, redemption price, purchase price, interest or such premium, the Issuers or the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction (including any withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) Amounts will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that by any or each of the Issuers make under or with Company and the Guarantors in respect to of the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will shall be made free and clear of and without any withholding or deduction for or on account of any present or future taxTaxes (as defined below), duty, levy, impost, assessment unless the withholding or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) deduction of whatever nature (collectively, “Taxes”) imposed such Taxes is required by law or levied by or on behalf of Canada, the United Statesofficial interpretation thereof, or any other jurisdiction in which either Issuer by the administration thereof. If the Company or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then shall be required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required Non-U.S. Taxing Jurisdiction (as defined below) to withhold or deduct any amount for Taxes from or on account in respect of Taxes of a Relevant Taxing Jurisdiction from any payment made sum payable or treated as payable under or with respect to the Notes or any Note Guarantee, it will (i) pay such Issuer or such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure in order that the net amount received amounts receivable by each Holder or beneficial owner owners of the any Notes after such withholding or deduction equal the respective amounts which would have been receivable by such beneficial owners in the absence of such withholding or deduction, (ii) make such withholding or deduction, and (iii) pay the full amount withheld or deducted to the relevant tax or other authority in accordance with applicable law, except that no such Additional Amounts will be payable in respect of any Note: (144) to the extent that such Taxes are imposed or levied by reason of the Holder (or the beneficial owner) having some connection with the Non-U.S. Taxing Jurisdiction other than the mere holding (or beneficial ownership) of such Note or receiving principal or interest payments on the Note or enforcing rights with respect to the Notes (including any withholding but not limited to citizenship, nationality, residence, domicile, or deduction attributable to existence of a business, permanent establishment, a dependent agent, a place of business or a place of management present or deemed present in the Additional Amounts) will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.Non-U.S. Taxing Jurisdiction); #96393093v27

Additional Amounts. (a) All payments that amounts paid or credited by the Issuers make Company under or with respect to the Notes and that Notes, or by any Guarantor makes under or with respect pursuant to any Guarantee the Subsidiary Guarantees, will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levyxxxx, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities or expenses related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canadathe Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, the United States"Taxes"), unless the Company or such Guarantor, as the case may be, is required to withhold or deduct any other jurisdiction in which either Issuer amount for or an account of Taxes by law or by the interpretation or administration thereof. If the Company or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made amount paid or credited under or with respect to the Notes or any Guaranteethe Subsidiary Guarantees, such Issuer the Company or such Guarantor, as the case may be, Guarantor will pay such additional amounts (“the "Additional Amounts”") as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of a beneficial interest in the Notes (an "owner" for the purposes of this Section 4.18) (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the in respect of Additional Amounts) will not be not less than the amount the Holder or beneficial owners such owner would have received if such Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment or credit made to an owner (an "Excluded Holder") (or to a Holder on behalf of an Excluded Holder) (i) with which the Company or such Guarantor does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of such owner being connected with Canada or any province or territory thereof otherwise than solely by reason of the owner's activity in connection with purchasing the Notes, by the mere holding of Notes or by reason of the receipt of payments thereunder or the enforcement of the Holder's or owner's rights thereunder, (iii) which failed to duly and timely comply with a timely request of the Company to provide information, documents, certification or other evidence concerning such owner's nationality, residence, entitlement to treaty benefits, identity or connection with Canada or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to such owner or Holder on behalf of such owner of Notes but for this clause (iii), (iv) which is a fiduciary, a partnership or not the beneficial owner of any payment or credit on a Note, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Note or (v) any combination of the foregoing numbered clauses of this proviso. The Company or such Guarantor will also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required under applicable law.

Additional Amounts. (a) All payments that Payments made by the Issuers make Company under or with respect to the Notes and that or any Guarantor makes of the Guarantors under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge, including any related interest, penalties or additions to tax (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either Issuer the Company or any Guarantor is incorporatedfrom time to time organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Company or any Guarantor (including the jurisdiction of any paying agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction be made from any payment payments made by the Company under or with respect to the Notes or any of the Guarantors under or with respect to any Note Guarantee, such Issuer the Company or such the relevant Guarantor, as the case may beapplicable, will pay to each Holder of Notes, such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or the beneficial owner of the Notes payment for purposes of the applicable Tax (the “Tax Beneficial Owner”) (including the Additional Amounts) after such withholding or deduction by the applicable withholding agent (including any withholding or deduction attributable to in respect of the Additional Amounts) will not be not less than the amount the Holder or beneficial owners such Tax Beneficial Owner would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment to a Holder:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the either series of Notes and that or any Guarantor makes under or with respect to any Note Guarantee will shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to either series of the Notes or any Note Guarantee, such including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes of the Notes applicable series after such withholding or deduction (including any will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All Any payments that made by or on behalf of the Issuers make Issuer or Guarantor under or with respect to the Notes and that Debentures (including, without limitation, any Guarantor makes under or with respect to any Guarantee Common Share Payment) (in this section 2.16, such payment, a “Debenture Payment”) will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United States, Government of Canada or of any other jurisdiction in which either Issuer province or territory of Canada or by any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein having power to tax, including, without limitation any such charges or taxes imposed under Part XIII of the Income Tax Act (each, a Canada) (or any successor legislation of similar effect) (“Relevant Taxing JurisdictionTaxes”), unless withholding the Issuer or deduction Guarantor is then required to withhold or deduct any amount, for or on account of, Taxes by lawApplicable Law. If either the Issuer or any Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment Debenture Payment made under or with respect to the Notes or any GuaranteeDebentures, such the Issuer or such Guarantor, as applicable, will make such withholding or deduction and will remit the case may befull amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the Issuer or Guarantor, as applicable, will pay to the relevant Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of (including Additional Amounts) after the Notes after such withholding or deduction (including of any withholding or deduction attributable to the Additional Amounts) Indemnified Taxes will not be not less than the amount the such Holder or beneficial owners would have received if such Indemnified Taxes had not been required to be withheld or deducted.

Additional Amounts. (a) All payments that the Issuers make under or with respect to the Notes and that made by any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) Taxes imposed or levied by or on behalf of Canadaany Canadian Taxing Authority or United States Taxing Authority, unless such Guarantor is required to withhold or deduct Taxes by law or by the United States, interpretation or administration thereof. If any other Guarantor is so required to withhold or deduct any amount of interest for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which either Issuer or any such Guarantor is incorporatedorganized, organized or otherwise resident or engaged in or carrying on doing business for tax purposes purposes, or from or through which either of the Issuers, any such Guarantor (or any of their paying agents its agents) makes any payment on the Notes under any Guarantee or Guarantee, or by, in any Taxing Authority thereof (each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, such Issuer or any such Guarantor, as the case may beapplicable, will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received in respect of such payment by each Holder or beneficial owner of Beneficial Holder, as the Notes case may be, after such withholding or deduction (including any withholding or deduction attributable to the Additional AmountsAmounts payable hereunder) will not be not less than the amount the Holder or beneficial owners Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment made to a Holder or Beneficial Holder, as applicable:

Additional Amounts. (a) All payments that made by the Issuers make Issuer or any Guarantor as well as all payments made by a trustee (each, a “Payor”) pursuant to Article Eight of the Indenture under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) Taxes imposed or levied by or on behalf of Canada, any government or political subdivision or territory or possession of any government or authority or agency or authority therein or thereof having the United States, or power to tax in any other jurisdiction in which either the Issuer or any Guarantor (including their permitted successors and assigns) is then incorporated, organized or otherwise resident or engaged in business or carrying on business resident for tax purposes or from any jurisdiction by or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein is made (each, a “Relevant Taxing Jurisdiction”), ) unless withholding such Payor is required to withhold or deduction is then required deduct Taxes by lawlaw or by the official interpretation or administration thereof. If either Issuer or any Guarantor or any other applicable withholding agent a Payor is so required to withhold or deduct any amount of interest for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, Guarantee such Issuer or such Guarantor, as the case may be, Payor will pay such additional amounts of interest (“Additional Amounts”) as may be necessary to ensure such that the net amount received in respect of such payment by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be so withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent

Additional Amounts. (a) All payments that the Issuers Issuer makes under or with respect to this Note or that the Subsidiary Guarantors make under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present pre-sent or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “"Taxes”" or "Tax") imposed or levied by or on behalf of Canada, the United States, federal government of Canada or by or within any province or political subdivision thereof or within any other jurisdiction in which either Issuer the Issuer, the Subsidiary Guarantors or any Guarantor is incorporated, Surviving Entity are organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein is made (each, a “"Relevant Taxing Jurisdiction”"), unless withholding the Issuer or deduction is then the Subsidiary Guarantors, as the case may be, are required to withhold or deduct Taxes by law or by the interpretation or administration of law. If either the Issuer or any Guarantor or any other applicable withholding agent is the Subsidiary Guarantors are required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to this Note, the Notes or any Guarantee, such Issuer or such Guarantorthe Subsidiary Guarantors, as the case may be, will shall pay additional amounts (“"Additional Amounts”) as "), to the extent they may be necessary to ensure lawfully do so, so that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will shall not be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.

Additional Amounts. (a) All payments that the Issuers make Issuer makes under or with respect to the Notes and that any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction de- duction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) Taxes imposed or levied by or on behalf of Canada, the United States, Canada or any other jurisdiction (i) in which either the Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business doing busi- ness for tax purposes or (ii) from or through which either of the IssuersIssuer, any Guarantor or any of their paying agents makes any payment on under or with respect to the Notes or any Note Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction de- duction is then required by law. If either the Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of imposed by a Relevant Taxing Jurisdiction from in respect of any payment made under or with respect to the Notes or any Note Guarantee, such the Issuer or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding withhold- ing or deduction attributable to the Additional Amounts) will be not less than the amount the Holder or beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted.

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Class B Notes and that or any Guarantor makes under or with respect to any Note Guarantee will thereof shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, Taxes unless the United States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction of such Taxes is then required by law. If either Issuer or the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes of a Relevant Taxing Jurisdiction (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Class B Notes or any GuaranteeNote Guarantee thereof, such including, without limitation, payments of principal, Redemption Price, purchase price, interest, duration fees or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction (including any will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction attributable to the deduction; provided, however, that no Additional Amounts) will Amounts shall be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer under or with respect to the Senior Secured Notes and that (whether or not in the form of Definitive Registered Notes) or any Guarantor makes under or of the Guarantors with respect to any Senior Secured Notes Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of Canada, the United States, or (1) any other jurisdiction in which either the Issuer or any Guarantor is incorporatedthen incorporated or organized, organized or otherwise resident or engaged in or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which either payment is made by or on behalf of the Issuers, Issuer or any Guarantor (including the jurisdiction of any Paying Agent) or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Tax Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or ) will at any Guarantor or any other applicable withholding agent is time be required to withhold or deduct be made from any amount for payments made by or on account behalf of Taxes of a Relevant Taxing Jurisdiction from any payment made the Issuer under or with respect to the Senior Secured Notes or any of the Guarantors under or with respect to any Senior Secured Notes Guarantee, such including payments of principal, redemption price, purchase price, interest or premium, the Issuer or such the relevant Guarantor, as the case may beapplicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure in order that the net amount amounts received in respect of such payments by each Holder or beneficial owner of the Notes after such withholding withholding, deduction or deduction imposition (including any withholding such withholding, deduction or deduction attributable to the imposition from such Additional Amounts) will be not less than equal the amount the Holder or beneficial owners respective amounts that would have been received if in respect of such Taxes had not been required to payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be withheld or deducted.payable with respect to:

Additional Amounts. (a) All payments that made by the Issuers make Issuer or any Guarantor as well as all payments made by a trustee (each, a “Payor”) pursuant to Article 8 hereof under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, any government or political subdivision or territory or possession of any government or authority or agency or authority therein or thereof having the United States, or power to tax in any other jurisdiction in which either the Issuer or any Guarantor (including their permitted successors and assigns) is then incorporated, organized or otherwise resident or engaged in business or carrying on business resident for tax purposes or from any jurisdiction by or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein is made (each, a “Relevant Taxing Jurisdiction”), ) unless withholding such Payor is required to withhold or deduction is then required deduct Taxes by lawlaw or by the official interpretation or administration thereof. If either Issuer or any Guarantor or any other applicable withholding agent a Payor is so required to withhold or deduct any amount of interest for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, Guarantee such Issuer or such Guarantor, as the case may be, Payor will pay such additional amounts of interest (“Additional Amounts”) as may be necessary to ensure such that the net amount received in respect of such payment by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be so withheld or deducted.; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent

Additional Amounts. (a) All payments that by or on behalf of the Issuers Issuer under or with respect to the Notes or the Guarantors make under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of Canada, the United States, or any other jurisdiction in which either the Issuer or any Guarantor is incorporated, organized incorporated or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either any of the Issuers, any Guarantor or any of their paying agents foregoing makes any payment on the Notes or Guarantee, by or by, in each case within any political subdivision or taxing governmental authority of or agency thereof or therein in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either the Issuer or any Guarantor or any other applicable withholding agent such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction is required to be withheld or deducted from any payment made by or on behalf of the Issuer or the Guarantors under or with respect to the Notes or any Note Guarantee, such the Issuer or such the Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner holder of the Notes after such withholding or deduction (including any withholding or deduction attributable to the in respect of any Additional Amounts) will not be not less than the amount the Holder or beneficial owners holder would have received if such Taxes had not been required to be withheld or deducted.. Notwithstanding the foregoing, neither the Issuer nor any Guarantor will, however, pay Additional Amounts in respect or on account of:

Additional Amounts. (a) All payments that by any or each of the Issuers make under or with Issuer and the Guarantors in respect to of the Notes and that or any Guarantor makes under or with respect to any Note Guarantee will shall be made free and clear of and without any withholding or deduction for or on account of any present or future taxTaxes (as defined below), duty, levy, impost, assessment unless the withholding or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) deduction of whatever nature (collectively, “Taxes”) imposed such Taxes is required by law or levied by or on behalf of Canada, the United Statesofficial interpretation thereof, or any other jurisdiction in which either by the administration thereof. If the Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then shall be required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required Non-U.S. Taxing Jurisdiction (as defined below) to withhold or deduct any amount for Taxes from or on account in respect of Taxes of a Relevant Taxing Jurisdiction from any payment made sum payable or treated as payable under or with respect to the Notes or any Note Guarantee, it will (i) pay such Issuer or such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure in order that the net amount received amounts receivable by each Holder or beneficial owner owners of the any Notes after such withholding or deduction equal the respective amounts which would have been receivable by such #96405991v19 beneficial owners in the absence of such withholding or deduction, (ii) make such withholding or deduction, and (iii) pay the full amount withheld or deducted to the relevant tax or other authority in accordance with applicable law, except that no such Additional Amounts will be payable in respect of any Note: (146) to the extent that such Taxes are imposed or levied by reason of the Holder (or the beneficial owner) having some connection with the Non-U.S. Taxing Jurisdiction other than the mere holding (or beneficial ownership) of such Note or receiving principal or interest payments on the Note or enforcing rights with respect to the Notes (including any withholding but not limited to citizenship, nationality, residence, domicile, or deduction attributable to existence of a business, permanent establishment, a dependent agent, a place of business or a place of management present or deemed present in the Additional Amounts) will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been required to be withheld or deducted.Non-U.S. Taxing Jurisdiction);

Additional Amounts. (a) All Any payments that made by or on behalf of the Issuers make Issuer under or with respect to the Notes and that Debentures, including any Guarantor makes under or with respect to any Guarantee Common Share Interest Payment, will be made free and clear of and without withholding or deduction for or on account of any present or future taxCanadian Taxes, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, unless the United States, Issuer or any other jurisdiction in which either payor is required to withhold or deduct Canadian Taxes by applicable Law or by the interpretation or administration thereof by the Relevant Taxing Authority. If the Issuer or any Guarantor is incorporated, organized other payor of any amount under or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either respect of the Issuers, Debentures (including any Guarantor or any amount paid in respect of their paying agents makes any payment on proceeds of disposition of the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or therein (each, Debenture to a “Relevant Taxing Jurisdiction”), unless withholding or deduction Holder) is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes Debentures, the Trustee will make such withholding or deduction and will remit the full amount withheld or deducted to the Relevant Taxing Authority as and when required by applicable Law and the Issuer will pay to the Trustee or, in respect of any Guarantee, such amount paid by any payor other than the Issuer under or such Guarantor, as in respect of the case may beDebentures (including any amount paid in respect of proceeds of disposition of the Debentures to a Holder), will pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes and Beneficial Holder (including Additional Amounts) after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will not be not less than the amount the such Holder or beneficial owners Beneficial Holder would have received if such Canadian Taxes had not been required to be withheld or deducted.; provided, however, that no Additional Amounts will be payable for Canadian Taxes with respect to any payment to a Holder or Beneficial Holder:

Additional Amounts. (a) All payments that made by or on behalf of the Issuers make Issuer or any Guarantor under or with respect to the Notes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment Taxes unless required by law. If the Issuer or any Guarantor or any other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed applicable withholding agent is required by law to withhold or levied by deduct any amount for or on behalf account of CanadaTaxes imposed by (i) any jurisdiction from or through which such payment is made or any political subdivision or Taxing Authority thereof or therein, the United States, or (ii) any other jurisdiction in which either the Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on doing business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency Taxing Authority thereof or therein therein, or (eachiii) the United Kingdom (each of (i), (ii) and (iii), a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction ) from any payment made under or with respect to the Notes or under any Guarantee, such the Issuer or such Guarantor, as the case may be, will pay (together with such payments) such additional amounts (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will be not less than the amount the Holder or beneficial owners owner would have received if such Taxes had not been required to be withheld or deducted.