Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the power to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Notes, the Payor will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amounts received by each Holder (including Additional Amounts), after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than the amount the Holder would have received had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All payments made by or on behalf of principal and interest in respect of the Securities by the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note Guarantee will shall be made free and clear of, and without withholding or deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, chargesassessments, fees, deductions levies or withholdings (hereinafter referred to as “taxes”) now governmental charges of whatever nature imposed or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of any jurisdiction in which such Payor is organizedJapan, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision sub-division of, or any authority of the foregoing that has the in, or of, Japan having power to tax (each, a “Taxing JurisdictionJapanese Taxes”), unless the such withholding or deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Noteslaw. In that event, the Payor will Company shall pay to the holder of each Security such additional amounts (all such amounts being referred to herein as “Additional Amounts”) as may be necessary so that the net amounts received by each Holder (including Additional Amounts), it after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than equal the amount the Holder respective amounts which would have received had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments receivable in respect of such Security in the Notes if such payments could have been made without such imposition, deduction or withholding absence of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to withholding or deduction, provided that, no such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” shall be payable in relation to any payments such withholding or deduction in respect of any payment on any Note means the Securities: (a) the due date for payment thereof, to or (b) if the full amount on behalf of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder a Securityholder or beneficial owner of a Security who is an individual non-resident of Japan or a non-Japanese corporation and is liable for such Note Japanese Taxes in respect of such Security by reason of its (1) having some connection with Japan other than the mere holding of such Security, or (2) being a person having a special relationship with the Company as described in Article 6, paragraph 4 of the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957) (the “Special Taxation Measures Act”) (a “Specially-Related Person of the Company”); or (b) to or on behalf of a Securityholder or beneficial owner of a Security (A) who would be exempt from any such withholding or deduction but who fails to comply with any applicable requirement to provide certification, information, documents or other evidence concerning the its nationality, residence residence, identity or identity of the Holder or beneficial owner connection with Japan, including any requirement to provide Interest Recipient Information (as defined below) or to make any declaration submit a Written Application for Tax Exemption (as defined below) to the Company or similar claim a Paying Agent, as appropriate, or satisfy any other reporting requirement relating (B) whose Interest Recipient Information is not duly communicated through the Participant (as defined below) and the relevant International Clearing Organization to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation Paying Agent; or (c) to or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence on behalf of a Holder Securityholder or beneficial owner of a Note Security who is for Japanese tax purposes treated as an individual resident of Japan or a Japanese corporation (except for (A) a Designated Financial Institution (as defined below) who complies with the requirement to provide Interest Recipient Information or to submit a Written Application for Tax Exemption and (B) an individual resident of Japan or a Japanese corporation who duly notifies (directly or through the Participant or otherwise) a Paying Agent of its status as not dealing at arm’s length (within being subject to Japanese Taxes to be withheld or deducted by the meaning of the Tax Act) with a Payor at the time Company, by reason of such paymentindividual resident of Japan or Japanese corporation receiving interest on the relevant Security through a payment handling agent in Japan appointed by it); or (vd) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence to or on behalf of a Holder Securityholder or beneficial owner of a Note being, at any time, Security who presents a “specified non-resident shareholder” Security for payment (within the meaning of subsection 18(5where presentation is required) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within more than 30 days after the date Relevant Date (as defined below), except to the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing extent that such Securityholder or beneficial owner of a Security would have been entitled to such Additional Amounts on presenting the same for payment has been made or other evidence of on any date during such payment satisfactory to the Trustee.30-day period; or (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and to or on behalf of a Securityholder who is a fiduciary or partnership or is not the sole beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) payment of the Tax Act and section 803 of the Income Tax Regulations (Canada) principal of, or any successor provision) as interest on, any Security, and Japanese law requires the payment to be included for tax purposes in the income of a result of payments made under beneficiary or settlor with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom such fiduciary or with respect thereto, excluding any a member of such liability which arises as partnership or a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; providedin each case, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder who would not have been eligible entitled to receive payment of such Additional Amounts hereunder by virtue had it been the holder of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments.Security; or (f) In additionany combination of (a) through (e) above. Where a Security is held through a participant of a Clearing Organization or a financial intermediary (each, any amounts a “Participant”), in order to be paid receive payments free of withholding or deduction by the Company for, or on account of, Japanese Taxes, if the relevant beneficial owner of a Payor on the Notes will be paid net Security is (1) an individual non-resident of any deduction Japan or withholding imposed or required pursuant to Sections 1471 through 1474 a non-Japanese corporation that in either case is not a Specially-Related Person of the CodeCompany or (2) a Japanese financial institution (a “Designated Financial Institution”) falling under certain categories prescribed by Article 6, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) paragraph 9 of the CodeSpecial Taxation Measures Act and the cabinet order thereunder (Cabinet Order No. 43 of 1957), or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection as amended (together with the implementation of such Sections of ministerial ordinance and other regulations thereunder, the Code (“FATCA WithholdingAct”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described all in clause (iii) of Section 2.13(c) above, accordance with the Company and Act, such beneficial owner of a Security must, at the Trustee in providing any information or documentation that is required by applicable law or by time of entrusting a Participant with the taxing authority custody of the relevant Taxing Jurisdiction Security, provide certain information prescribed by the Act to enable the Participant to establish that such beneficial owner of a Security is exempted from the requirement for Japanese Taxes to be withheld or deducted (the “Interest Recipient Information”), and that advise the Participant if such beneficial owner of a Security ceases to be so exempted including the case where the relevant beneficial owner of the Security who is reasonably requested an individual non-resident of Japan or a non-Japanese corporation becomes a Specially-Related Person of the Company. Where a Security is not held by a Participant, in writing order to receive payments free of withholding or deduction by the Company for, or on account of, Japanese Taxes, if the Trustee to confirm the identity and/or tax status of such Holder and any affected relevant beneficial owner and to assist of a Security is (i) an individual non-resident of Japan or a non-Japanese corporation that in either case is not a Specially-Related Person of the Company or Trustee (ii) a Designated Financial Institution, all in determining accordance with the applicable withholding tax rate and the amount Act, such beneficial owner of Additional Amounts payable in respect thereof. (h) At least 30 calendar days a Security must, prior to each date on which any payment under or with respect it receives interest, submit to the Notes Company or a Paying Agent, as appropriate, a written application for tax exemption (hikazei tekiyo shinkokusho) (a “Written Application for Tax Exemption”) in the form obtainable from the Company or any Note Guarantee is due Paying Agent, as appropriate, stating, among other things, the name and payableaddress (and, if a Payor will be obligated to pay Additional Amounts with respect to such paymentapplicable, the Company will deliver to Japanese individual or corporation ID number) of such beneficial owner of a Security, the Trustee an Officer’s Certificate stating that such Additional Amounts will be title of the Securities, the relevant interest payment date, the amount of interest payable and the amounts so payablefact that such beneficial owner of a Security is qualified to submit the Written Application for Tax Exemption, together with documentary evidence regarding its identity and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date net of any taxes required to be withheld or deductedresidence. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All payments made by the Company, the Guarantor or on the Company’s or the Guarantor’s behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes Bonds or the Guarantee (including deliveries of Guarantor Shares, Reference Property and payment of cash for any Note Guarantee will fractional share upon exchange) shall be made free and clear of, and without deduction or withholding for, or on account of, for any and all present or and future income, stamp and other withholding taxes, levies, imposts, duties, charges, fees, deductions or withholdings imposts and charges (hereinafter referred to as a “taxeswithholding tax”) now or hereafter imposed, levied, collected, withheld or assessed imposed by or on behalf for the account of the Cayman Islands, Switzerland or any other jurisdiction in which such Payor either the Company or the Guarantor is organized, a resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or taxing authority of such jurisdiction (the foregoing that has the power to tax (each, a “Taxing Jurisdiction”), unless the such withholding or deduction is required by law. If such deduction or withholding is required at any time required, the Company or the Guarantor, as applicable, will, to the fullest extent allowed by applicable law or (subject to compliance by the interpretation or administration thereof by the holder of a Bond with any relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Notesadministrative requirements), the Payor will pay such additional amounts (the “Additional Amounts”) under the Bonds, including deliveries of Guarantor Shares, Reference Property and payment of cash for any fractional share upon exchange, in accordance with the terms of the Bonds and this Indenture, as may be necessary so that the net amounts received by each Holder (including Additional Amounts), paid to the holder or the Trustee after such deduction or withholding (including will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction attributable to deduction. However, neither the Company nor the Guarantor will pay Additional Amounts payable hereunder), shall not be less than in the amount the Holder would have received had no such deduction or withholding been required.following instances: (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes if any withholding tax would not be payable or due but for the fact that (1) the Holder (or a fiduciary, settlor, beneficiary of, member or shareholder of, the Holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Bond or the collection of principal amount, Tax Event Repurchase Price, Change of Control Event Repurchase Price, Listing Failure Event Repurchase Price or of any other amount payable under the Bonds, in accordance with the terms of the Bonds and this Indenture, or the enforcement of the Bonds or (2) where presentation is required, the Bond was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (ii) if any withholding tax would not have been imposed but for the existence of any present failure to comply with certification, information, documentation or former connection between other reporting requirements concerning the nationality, residence, identity or connections with the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue tax authority of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasingBond, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which compliance is required by law, statute or by regulation or administrative practice or applicable treaty as a precondition to relief or exemption from or reduction in such withholding tax; (iii) if any withholding tax would not be payable but for a Tax Event and the rate Company has made a Tax Event Offer to Repurchase as contemplated by Article 15 of deduction or withholding of all or part of such taxes; this Indenture; (iv) if any withholding tax under Part XIII is required to be made in respect of payments made to Holders resident in Switzerland (including any Holders who fail to provide required certification, documentation or other information establishing residence outside of Switzerland) pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Income Tax Act (Canada) (Swiss Federal Council of December 17, 2014, or otherwise changing the “Tax Act”) that Swiss federal withholding tax system from an issuer-based system to a paying agent-based system to which a person other than the issuer is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such required to withhold tax on any interest payment; or (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld above items. In addition to the relevant government authority in accordance with applicable law. The Payors will furnish to foregoing, the TrusteeCompany shall also pay and indemnify the Holder for any present or future stamp, within 30 days after the date the payment of any taxes is due pursuant to applicable lawstamp duty, certified copies of tax receipts evidencing that such payment has been made stamp duty reserve tax, issue, registration, transfer, court or other evidence of such payment satisfactory to the Trustee. (e) The Payorsdocumentary taxes, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under other excise or with respect to the Notesproperty taxes, (y) any liability charges or similar levies (including penalties, interest, additions to tax Tax and reasonable expensesother liabilities related thereto) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes that are levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Tax Jurisdiction at any time in respect of on the execution, delivery, issuance, or registration or delivery of any of the NotesBonds, any Note the Guarantee, this Indenture or any other document or instrument referred to hereunder therein, or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on the receipt of any payments made pursuant to the Notes with respect to, or as a result enforcement of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrumentBonds. (jb) If the Company or the Guarantor becomes aware that the Company or the Guarantor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Bonds or the Guarantee, the Company shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company shall notify the Trustee promptly thereafter) notice stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The notice must also set forth any other information reasonably necessary to enable the Trustee to pay Additional Amounts to Holders of the Bonds on the relevant payment date. The Company shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. Neither the Trustee nor the Paying Agent shall at any time be under any duty or responsibility to any Holder of Bonds to determine Additional Amounts, or with respect to the nature, extent, or calculation of the amount of Additional Amounts owed, or with respect to the method employed in such calculation of Additional Amounts. (c) The Company or the Guarantor, as appropriate, shall timely make all withholdings and deductions required by law and shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company shall furnish to the Trustee (or to a Holder of the Bonds upon request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or the Guarantor, as appropriate, or if receipts are not reasonably available, other evidence of payment reasonably satisfactory to the Trustee. (d) Whenever in this Indenture there is mentioned, in any context, the delivery of Guarantor Shares or other Reference Property (together with payment of cash for any fractional shares), payment of amounts based upon the principal amount of the Bonds or of principal, interest, Tax Event Repurchase Price, Change of Control Event Repurchase Price, Listing Failure Event Repurchase Price or of any other amount payable under, or with respect to, any of the Bonds such mention shall be deemed to include the payment of Additional Amounts, if applicable. (e) The obligations under this Section 2.13 will 4.11 shall survive any termination, defeasance termination or discharge of this the Indenture and will apply shall apply, mutatis mutandis mutandis, to any jurisdiction in which any successor Person to the Payor and to any jurisdiction in which such successor Company or the Guarantor is organized or is otherwise organized, resident or carrying on doing business for tax purposes or any jurisdiction from or through which payment is made by such successor Person or its respective agents. (k) Whenever this Indenture refers topaying agent makes any payment on the Bonds and, in each case, any context, the payment of principal, premium, if any, interest department or any other amount payable under political subdivision thereof or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereoftherein.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) Issuer under or with respect to the Notes Notes, or by or on behalf of any Note Guarantee Guarantor under or with respect to any Subsidiary Guarantee, will be made free and clear of, of and without withholding or deduction or withholding for, for or on account of, any and all present or future incometax, stamp and duty, levy, impost, assessment or other taxesgovernmental charge (hereinafter, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxesTaxes”) now imposed or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of any jurisdiction in which the Issuer or any such Payor Guarantor (each such Person, a “Payor”) is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor (or its agents) makes any payment on the Notes or any Subsidiary Guarantee, or any department or political subdivision or authority of the foregoing that has the power to tax thereof (each, a “Relevant Taxing Jurisdiction”), unless the deduction or withholding such Person is required to withhold or deduct Taxes by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At thereof. If a Payor is so required to withhold or deduct any time a relevant Taxing Jurisdiction requires deductions amount of interest for or withholdings on account of taxes Taxes from any payment made under or in with respect of to the NotesNotes or any Subsidiary Guarantee, the such Payor will pay such additional amounts of interest (“Additional Amounts”) as may be necessary so that the net amounts amount received by each Holder holder (including Additional Amounts), ) after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall will not be less than the amount the Holder holder would have received if such Taxes had no such deduction not been withheld or withholding been required. (c) However, notwithstanding the foregoing, deducted; provided that no Additional Amounts will be payable with respect to a Holder of payment made to a Note by any Payor with respect to: holder (an “Excluded Holder”): (i) taxes which is subject to such Taxes by reason of any connection between such holder and the Relevant Taxing Jurisdiction other than the mere holding of Notes or the receipt of payments thereunder; (ii) which failed to duly and timely comply with a timely request of the Issuer to provide information, documents, certification or other evidence concerning such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with the Relevant Taxing Jurisdiction, 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 holder of Notes but for this clause (ii); (iii) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been imposed but for payable had the existence of any present or former connection between the relevant Holder beneficiary, partner or beneficial owner owned the Note directly (but only if there is no material cost or between a fiduciary, settlor, expense associated with transferring such Note to such beneficiary, partnerpartner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, member or shareholder of the relevant Holder partner or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation); (iv) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled Taxes required to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation be withheld or deducted are imposed pursuant to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections sections 1471 through 1474 of the CodeUnited States Internal Revenue Code of 1986, as amended (and any amended or successor version that is substantially comparable), and any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith; or or (viiiv) taxes arising from any combination of the foregoing clauses (i) through (vii)of this proviso. (db) The Payors applicable Payor will (1a) make such any required withholding or deduction and (2b) remit the full amount deducted or withheld to the relevant government authority Relevant Taxing Jurisdiction in accordance with applicable law. The Payors Issuer will furnish to the Trusteeholders of the Notes, within 30 days after the date the payment of any taxes Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to by the Trusteeapplicable Payor. (ec) The Payors, jointly and severally, Payors will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner holder (other than all Excluded Holders) for the amount of (xi) any taxes so Taxes not withheld or deducted by the Payors and levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) holder as a result of payments made under or with respect to the NotesNotes or the Subsidiary Guarantees, (yii) any liability (including penalties, interest, additions to tax interest and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (ziii) any taxes levied or Taxes imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through or (viiiii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such paymentsabove. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (hd) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a any Payor is aware that it will be obligated to pay Additional Amounts with respect to such payment, the Company Issuer will deliver to the Trustee an Officer’s Officers’ Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable, payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders holders on the payment date net date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any taxes required other amount payable under or with respect to any Note, such mention shall be withheld deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or deductedwould be payable in respect thereof. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (je) The obligations described under this Section 2.13 4.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All Any payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) Corporation under or with respect to the Notes or any Note Guarantee Debentures will be made free and clear of, of and without withholding or deduction or withholding for, for or on account of, of any and all present or future incometax, stamp and duty, levy, impost, assessment or other governmental charge, excluding, in respect of a Holder or Beneficial Holder, branch profits taxes, leviesfranchise taxes and taxes imposed on net income or capital (collectively, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the power to tax (each, a “Taxing JurisdictionTaxes”), unless the deduction Corporation or withholding any other payor is required to withhold or deduct Taxes by applicable law Applicable Law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions Governmental Authority. If the Corporation or withholdings any other payor of taxes any amount under or in respect of the Debentures (including any amount paid in respect or proceeds of disposition of the Debenture to a Debentureholder) is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Debentures in respect of any such payment by the Corporation, the Corporation will make such withholding or deduction and will remit the full amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the Corporation will pay to the Trustee or, in respect of any amount paid by any payor other than the Corporation of any amount under or in respect of the Notes, Debentures (including any amount paid in respect of proceeds of disposition of the Payor Debentures to a Debentureholder) will pay to each Debentureholder such additional amounts (the “Additional Amounts”) as may be necessary so that the net amounts amount received by each Holder (including Additional Amounts), ) after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall will not be less than the amount the such Holder would have received if such Taxes had no such deduction not been withheld or withholding been required. (c) Howeverdeducted; provided, notwithstanding the foregoinghowever, that no Additional Amounts will be payable with respect to any payment to a Holder (an “Excluded Holder”) in respect of a Note by any Payor with Beneficial Holder who is liable for such Taxes in respect toof such Debentures: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the such Holder or beneficial owner purchasing, holding or disposing of Beneficial Holder being a Person with whom the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of Corporation is not dealing at arm’s length for the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII purposes of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence at the time of a making such payment, (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner Beneficial Holder and the jurisdiction imposing such Tax, other than, in either case, solely by reason of the Holder’s activity in connection with purchasing the Debentures, the mere holding, deemed holding, use or ownership of the Debentures, or receiving payments under or enforcing any rights in respect of such Debentures, (iii) by reason of such Holder or Beneficial Holder being a Note not dealing at arm’s length “specified shareholder” of the Corporation (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection Section 18(5) of the Tax Act) at the time of the Company orpayment or deemed payment, at any time, or by reason of such Holder or Beneficial Holder not dealing at arm’s length (within for the meaning purposes of the Tax Act) Act with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax ActCorporation at the time of payment or deemed payment; (iv) by reason of the Companyfailure of the Holder or Beneficial Holder of a Debenture to comply with certification, information or other reporting requirements if such compliance is required or imposed by a statute, treaty or regulation or administrative practice of the relevant Governmental Authority as a precondition to exemption from or reduction in all or part of such Taxes, deduction or withholding; or (viv) for any estate, inheritance, gift, sales, excise, use, personal property, transfer sales or any similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii)Taxes. (db) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 Within 90 days after the date the payment of any taxes Taxes is due pursuant to applicable lawApplicable Law, certified the Trustee will furnish to the Corporation copies of tax receipts receipts, if any, evidencing that such payment has been made or other evidence of such payment satisfactory to by the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (hc) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee Debentures is due and payable, if a Payor the Corporation to its knowledge will be obligated to pay Additional Amounts with respect to such payment, the Company Corporation will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the date payment date net of any taxes required to be withheld or deductedis due. (id) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time Whenever in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or in any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor Debenture there is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers tomentioned, in any context, the payment of principal, principal (and premium, if any), a purchase price pursuant to an offer to purchase, interest or any other amount payable under or with respect to any Note or any Note GuaranteeDebenture, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) The Corporation will indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each of the Holders for the amount of: (i) any Taxes so levied or imposed and paid by the Holder as a result of payments made under or with respect to the Debentures (including any amount paid by the Corporation in respect of proceeds of disposition of the Debenture to a Holder), and (ii) any Taxes levied or imposed and paid by the Holder with respect to reimbursement under (i) above, but excluding any Taxes on such Holder’s net income or capital. (f) If the Corporation pays any indemnity or Additional Amounts under this Section 2.22 to a Holder and the Holder or Beneficial Holder at any time thereafter receives a refund in respect of Taxes or a credit with respect to payment of Taxes, then such Holder or Beneficial Holder shall promptly pay to the Corporation the amount of such refund or credit net of all out-of-pocket expenses reasonably incurred by the Holder or Beneficial Holder to obtain such refund or credit.

Additional Amounts. (a) All payments made of interest by or on behalf the Corporation in respect of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note Guarantee Initial Debentures will be made free and clear of, and without withholding or deduction or withholding for, for or on account of, of any and all present taxes or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings similar imposts (hereinafter referred to as “taxes”"Taxes") now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the Government of Canada or of any jurisdiction in which such Payor is organized, resident province or carrying on business for tax purposes territory thereof or from by any authority or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the agency therein having power to tax (each, a “"Taxing Jurisdiction”"), unless the such withholding or deduction or withholding is so required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At authority or agency. If any time a relevant Taxing Jurisdiction requires deductions such withholding or withholdings of taxes from any payment made under or in respect of the Notesdeduction is so required, the Payor Corporation will pay as additional interest such additional amounts (“"Additional Amounts”") as may be necessary so that will result in receipt by the net holders of Initial Debentures of such amounts as would have been received by each Holder (including Additional Amounts), after them had no such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than the amount the Holder would have received had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, except that no Additional Amounts will be payable with respect to a Holder payment made to a holder of a Note by any Payor with Initial Debentures for or in respect to: of: (i) taxes Taxes that would not have been imposed but for for: (A) the existence holder or Beneficial Holder of any Initial Debentures being a resident, domicile or national of, or engaged in business or maintaining an establishment or other presence in, or otherwise having some present or former connection between with, the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the holder or Beneficial Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment business or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, merely holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding ownership of such taxes had such Notes been presented for payment Initial Debenture; or (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (aB) the due date for payment thereof, holder or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Beneficial Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length ('s length, within the meaning of the Tax Act) , with a Payor the Corporation at the time relevant time; or (C) all or any portion of such payment; (vthe payment being deemed to be a dividend paid to the holder or Beneficial Holder pursuant to proposed subsection 214(16) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” amended or successor provision substantially similar thereto; (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (viii) any estate, inheritance, gift, sales, excise, usetransfer, personal property, transfer property or similar taxTaxes; or (viiiii) any tax Taxes, deduction or penalty arising from withholding imposed by reason of the Holder’s failure of the holder or Beneficial Holder of a Initial Debenture to properly comply with the Holder’s obligations certification, information or other reporting requirements if such compliance is required or imposed under Part XVIII by a statute, treaty or regulation or is in accordance with administrative practice of the Tax Act relevant Taxing Jurisdiction as a precondition to exemption from or the similar provisions reduction in all or part of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; such Taxes, deduction or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii)withholding. (db) The Payors If any such withholding or deduction is so required, the Corporation will (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (ec) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for Whenever in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that Indenture there is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers tomentioned, in any context, the payment of principal, premium, if any, amounts based upon interest or any other amount payable under or with respect to any Note or any Note GuaranteeInitial Debenture, such reference shall mention will be deemed to include mention of the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (d) If the Corporation fails to make any payment required by this Section 2.15, the Trustee shall in no circumstances be required to make any such payment.

Additional Amounts. (a) All payments made by or on behalf of the Company or Issuer (including any Guarantor (each such person who pays or credits such amounts, a “Payor”successor entity) under or with respect to the Notes or any Note Guarantee will shall be made free and clear of, of and without withholding or deduction or withholding for, or on account of, any and all present or future incomeTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer or any other applicable withholding agent is required by law to withhold or deduct any amount for, stamp and other taxesor on account of, levies, imposts, duties, charges, fees, deductions any Taxes imposed or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of (1) any jurisdiction (other than the United States) in which such Payor the Issuer is organizedor was incorporated, engaged in business, organized or resident or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction (other than the United States) from or through which payments are any payment is made by or on behalf of such Payor the Issuer (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or authority therein (each of the foregoing that has the power to tax (each1) and (2), a “Taxing Tax Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of any payments under or with respect to the Notes, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Payor will Issuer shall pay such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net amounts received and retained in respect of such payments by each Holder (including Additional Amounts), beneficial owner of the Notes after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than equal the amount the Holder respective amounts that would have been received had no and retained in respect of such deduction payments in the absence of such withholding or withholding been required. (c) Howeverdeduction; provided, notwithstanding the foregoinghowever, that no Additional Amounts will shall be payable to a Holder of a Note by any Payor with respect to: : (i1) taxes that any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, partnerpartner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial ownerHolder, if the relevant Holder or beneficial owner is an estate, trust, nominee, trustpartnership, partnership limited liability company or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder being or beneficial owner being having been a citizen or resident or national of, formed pursuant to the laws ofor incorporated, incorporated engaged in a trade or business in, being or having been physically present in or carrying on a business, having a permanent establishment in, the relevant Tax Jurisdiction or having a place of business in such jurisdiction)or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely by reason of from the Holder acquisition, ownership or beneficial owner purchasing, holding or disposing disposition of the Notes; (ii) taxes imposed on, the exercise or enforcement of rights under such Note or the Indenture, or deducted or withheld from, the receipt of payments in respect of such Note; (2) any Taxes, to the Notes if extent such payments could have been made without such imposition, deduction or withholding Taxes were imposed as a result of such taxes had such Notes been presented the presentation of a Note for payment (where presentation is required) within more than 30 days after the relevant date payment is first made available for payment to the Holder (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a had the Note for payment been presented on the last day of such 30-30 day period); for this purpose; (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the “relevant date” in relation Notes; (5) any Taxes to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on extent such date Taxes would not have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of but for the failure by of the Holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the Holder at least 60 days before any such Note withholding or deduction would be imposed, to provide comply with any certification, informationidentification, documents information or other evidence concerning the nationalityreporting requirements, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is whether required by lawstatute, treaty, regulation or administrative practice or applicable treaty of a Tax Jurisdiction, as a precondition to exemption from from, or reduction in the rate of deduction or withholding of all of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or part of such taxes; (iv) withholding tax under Part XIII beneficial owner of the Income Notes is not resident in the Tax Act Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally eligible to provide such certification or documentation; (Canada6) any Taxes imposed in connection with a Note presented for payment (the “Tax Act”where presentation is permitted or required for payment) that is imposed as a consequence by or on behalf of a Holder or beneficial owner of a the Notes to the extent such Taxes could have been avoided by presenting the relevant Note not dealing at arm’s length to, or otherwise accepting payment from, another Paying Agent; (within 7) any Taxes imposed on or with respect to any payment by the meaning Issuer to the Holder of the Tax Act) with Notes if such Holder is a Payor at fiduciary or partnership or any Person other than the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or sole beneficial owner of a Note being, at such payment to the extent that such Taxes would not have been imposed on such payments had such Holder been the sole beneficial owner of such Note; (8) any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure Taxes that are imposed pursuant to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or or (viii9) taxes arising from any combination of the foregoing clauses (i1) through (vii8) above. In addition to the foregoing, the Issuer will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (db) If the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee in writing promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely, and without liability to any Person therefor, on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Payors Issuer, if it is the applicable withholding agent, will make all withholdings and deductions (1within the time period) make such withholding or deduction required by law and (2) will remit the full amount deducted or withheld to the relevant government Tax authority in accordance with applicable lawApplicable Law. The Payors Issuer will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer will furnish to the TrusteeTrustee (or to a Holder upon request), within 30 60 days after the date the payment of any taxes Taxes so deducted or withheld is due pursuant to applicable lawmade, certified copies of tax Tax receipts evidencing that payment by the Issuer, or if, notwithstanding the Issuer’s efforts to obtain such payment has been made or receipts, Tax receipts are not obtained, other evidence of such payment satisfactory to by the TrusteeIssuer of any Taxes so deducted or withheld. (ed) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for Whenever in the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any this Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor there is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers tomentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, premium, if any, interest or of any other amount payable under under, or with respect to to, any Note or any Note Guaranteeof the Notes, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction (other than the United States) in which any successor Person to the Issuer is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction (other than the United States) from or through which payment is made under or with respect to the Notes by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of that the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) Issuer makes under or with respect to the Notes or any Note Guarantee will that the Guarantors make under or with respect to the Guarantees shall be made free and clear of, of and without withholding or deduction or withholding for, for or on account of, of any and all present or future incometax, stamp duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other taxessimilar liabilities related thereto) of whatever nature (collectively, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxesTaxes”) now imposed or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of any jurisdiction in which such Payor the Issuer or any Guarantor is organized, organized or is a resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has makes any payment on the power to tax Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the deduction Issuer or withholding such Guarantor, as the case may be, is required to withhold or deduct Taxes by applicable law or by the interpretation or administration thereof by of law. If the relevant governmental authority. (b) At Issuer or a Guarantor is required to withhold or deduct any time amount for or on account of Taxes of a relevant Relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in with respect of to the Notes, the Payor will Issuer or the Guarantor, as the case may be, shall pay such additional amounts in cash (“Additional Amounts”) as may be necessary so to ensure that the net amounts amount received by each Holder (including Additional Amounts), after such withholding or deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall ) will not be less than the amount the Holder would have received if such Taxes had no such deduction not been withheld or withholding been requireddeducted. (cb) However, notwithstanding Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts will be payable to a Holder or beneficial owner of a Note by any Payor with respect to: Note: (i) taxes that to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the existence of any Holder’s or beneficial owner’s present or former connection between with the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Relevant Taxing Jurisdiction (includingother than a connection arising by reason of the acquisition, without limitationownership, holding or disposition of Notes or by virtue reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner being a citizen or resident ofof Notes, formed pursuant following the Issuer’s written request addressed to the laws ofHolder, incorporated in or carrying on a business, having a permanent establishment or having a place of business in to the extent such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been legally entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purposedo so, the “relevant date” in relation to comply with any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, informationidentification, documents information or other evidence concerning the nationalityreporting requirements, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is whether required by lawstatute, treaty, regulation or administrative practice or applicable treaty of a Relevant Taxing Jurisdiction, as a precondition to exemption from from, or reduction in the rate of deduction or withholding of all or part of such taxes; of, Taxes imposed by the Relevant Taxing Jurisdiction (iv) withholding tax under Part XIII of including, without limitation, a certification that the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note is not dealing at arm’s length resident in the Relevant Taxing Jurisdiction); (within the meaning of the Tax Actiii) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) respect to any estate, inheritance, gift, sales, excise, use, personal property, transfer or personal property tax or any similar taxTaxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) any tax or penalty arising from the Holder’s failure with respect to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii)items listed above. (dc) The Payors will (1) Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and (2) remit the full amount of Taxes so deducted or withheld to the relevant government authority Taxing Authority in accordance with all applicable lawlaws. The Payors will furnish Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within 30 days a reasonable time after the date the payment of any taxes Taxes so deducted or withheld is due pursuant to applicable law, either a certified copies copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that such payment has been made or other provides reasonable evidence of such payment satisfactory to by the TrusteeIssuer or such Guarantor. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (hd) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such paymentpayment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Company will Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable, payable and will set setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date net of any taxes required date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to be withheld or deducted. (i) pay such amounts. In addition, the Payor will Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, interest and penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuanceissue, registration or delivery of the Notes, Notes or any Note Guarantee, this Indenture Guarantee or any other document or instrument referred to hereunder or thereunder and (ii) any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or jurisdiction as a result of, or in connection with, the enforcement of the Notes, Notes or any Note Guarantee and/or any other such document or instrument. (je) The obligations under this Section 2.13 will foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and will shall apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or is otherwise resident or carrying on business for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such successor or its respective agentsSurviving Entity. (kf) Whenever this Indenture refers or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note GuaranteeNote, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described in this Section 2.13hereunder, to the extent that, that in such context, context Additional Amounts or indemnification payments are, were or would be payable in respect thereofthereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments made by or on behalf of the Company or Issuer (including any Guarantor (each such person who pays or credits such amounts, a “Payor”successor entity) under or with respect to the Notes or any Note Guarantee will shall be made free and clear of, of and without withholding or deduction or withholding for, or on account of, any and all present or future incomeTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer or any other applicable withholding agent is required by law to withhold or deduct any amount for, stamp and other taxesor on account of, levies, imposts, duties, charges, fees, deductions any Taxes imposed or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of (1) any jurisdiction (other than the United States) in which such Payor the Issuer is organizedor was incorporated, engaged in business, organized or resident or carrying on business for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction (other than the United States) from or through which payments are any payment is made by or on behalf of such Payor the Issuer (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or authority therein (each of the foregoing that has the power to tax (each1) and (2), a “Taxing Tax Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of any payments under or with respect to the Notes, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Payor will Issuer shall pay such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net amounts received and retained in respect of such payments by each Holder (including Additional Amounts), beneficial owner of the Notes after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than will equal the amount the Holder respective amounts that would have been received had no and retained in respect of such deduction payments in the absence of such withholding or withholding been required. (c) Howeverdeduction; provided, notwithstanding the foregoinghowever, that no Additional Amounts will shall be payable to a Holder of a Note by any Payor with respect to: : (i) taxes that any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, partnerpartner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial ownerHolder, if the relevant Holder or beneficial owner is an estate, trust, nominee, trustpartnership, partnership limited liability company or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder being or beneficial owner being having been a citizen or resident or national of, formed pursuant to the laws ofor incorporated, incorporated engaged in a trade or business in, being or having been physically present in or carrying on a business, having a permanent establishment in, the relevant Tax Jurisdiction or having a place of business in such jurisdiction)or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely by reason of from the Holder acquisition, ownership or beneficial owner purchasing, holding or disposing disposition of the Notes; (ii) taxes imposed on, the exercise or enforcement of rights under such Note or this Indenture, or deducted or withheld from, the receipt of payments in respect of such Note; (ii) any Taxes, to the Notes if extent such payments could have been made without such imposition, deduction or withholding Taxes were imposed as a result of such taxes had such Notes been presented the presentation of a Note for payment (where presentation is required) within more than 30 days after the relevant date payment is first made available for payment to the Holder (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a had the Note for payment been presented on the last day of such 30-30 day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; ; (iii) taxes any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (iv) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes; (v) any Taxes to the extent such Taxes would not have been imposed or withheld by reason of but for the failure by of the Holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the Holder at least 60 days before any such Note withholding or deduction would be imposed, to provide comply with any certification, informationidentification, documents information or other evidence concerning the nationalityreporting requirements, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is whether required by lawstatute, treaty, regulation or administrative practice or applicable treaty of a Tax Jurisdiction, as a precondition to exemption from from, or reduction in the rate of deduction or withholding of all of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or part of such taxes; (iv) withholding tax under Part XIII beneficial owner of the Income Notes is not resident in the Tax Act Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally eligible to provide such certification or documentation; (Canadavi) any Taxes imposed in connection with a Note presented for payment (the “Tax Act”where presentation is permitted or required for payment) that is imposed as a consequence by or on behalf of a Holder or beneficial owner of a the Notes to the extent such Taxes could have been avoided by presenting the relevant Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder to, or beneficial owner of a Note beingotherwise accepting payment from, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; another Paying Agent; (vii) any tax Taxes imposed on or penalty arising from with respect to any payment by the Holder’s failure Issuer to properly comply with the Holder’s obligations imposed under Part XVIII Holder of the Tax Act Notes if such Holder is a fiduciary or partnership or any Person other than the similar provisions sole beneficial owner of legislation such payment to the extent that such Taxes would not have been imposed on such payments had such Holder been the sole beneficial owner of such Note; (viii) any other jurisdiction Taxes that has entered into an agreement with the United States of America are imposed pursuant to provide for the implementation of reporting in that jurisdiction in compliance with Sections current Section 1471 through 1474 of the CodeCode or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or or (viiiix) taxes arising from any combination of the foregoing clauses (i) through (viiviii) above. In addition to the foregoing, the Issuer shall also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (i) through (iii) or (v) through (ix) above or any combination thereof). (db) If the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee in writing promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of such Additional Amounts. The Trustee shall be entitled to rely absolutely, and without liability to any Person therefor, on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Payors will Issuer, if it is the applicable withholding agent, shall make all withholdings and deductions (1within the time period) make such withholding or deduction required by law and (2) shall remit the full amount deducted or withheld to the relevant government Tax authority in accordance with applicable lawApplicable Law. The Payors will Issuer shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer shall furnish to the TrusteeTrustee (or to a Holder of the Notes upon request), within 30 60 days after the date the payment of any taxes Taxes so deducted or withheld is due pursuant to applicable lawmade, certified copies of tax Tax receipts evidencing that payment by the Issuer, or if, notwithstanding the Issuer’s efforts to obtain such payment has been made or receipts, Tax receipts are not obtained, other evidence of such payment satisfactory to by the TrusteeIssuer of any Taxes so deducted or withheld. (ed) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for Whenever in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor there is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers tomentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, premium, if any, interest or of any other amount payable under under, or with respect to to, any Note or any Note Guaranteeof the Notes, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) This Section 4.09 shall survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction (other than the United States) in which any successor Person to the Issuer is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction (other than the United States) from or through which payment is made under or with respect to the Notes by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by the Company, the Guarantors or on behalf a successor of the Company or any Guarantor either of them (each such person who pays or credits such amounts, a “Payor”) under on the Senior Notes in respect of interest or with respect to the Notes or any Note Guarantee will principal shall be made free and clear without withholding or deduction for, or on account of, and without any present or future taxes, duties, assessments or governmental charges of whatever nature (“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 and all present Taxes imposed or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of of: (1) any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are payment on the Senior Notes or the applicable Guarantee is made by in respect of interest or on behalf of such Payor principal, or any political subdivision or governmental authority of thereof or therein having the foregoing that has power to tax; or (2) 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 (eacheach of clauses (1) and (2), a “Relevant Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At shall at any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes be required from any payment payments made under or with respect to the Senior Notes in respect of the Notesinterest or principal, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net amounts received in respect of such payments by each Holder beneficial owner of the Senior Notes or the Guarantee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), after equal the amounts which would have been received in respect of such deduction or withholding (including payments in the absence of such withholding or deduction attributable to deduction; provided, however, that no such Additional Amounts payable hereunder), shall not be less than the amount the Holder would have received had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: : (i1) taxes any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member member, shareholder or shareholder other holder of equity interests of, or possessor of power over the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership partnership, limited liability company, corporation or corporationother entity) and any the Relevant Taxing Jurisdiction (including, without limitation, by virtue of including the Holder or beneficial owner being a citizen or resident or national of, formed pursuant to the laws of, incorporated in or carrying on a business, having business or maintaining a permanent establishment in, or having a place of business in such jurisdiction)being physically present in, the Relevant Taxing Jurisdiction) other than solely by reason the mere ownership or holding of such note or enforcement of rights thereunder or under the Holder Guarantee or beneficial owner purchasing, holding or disposing the receipt of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect thereof; (2) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Notes if Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such payments could have Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by the Payor or any other person through whom payment may be made without such imposition, deduction that a declaration of non-residence or withholding of such taxes had such Notes been other claim or filing for exemption is required to be made); (3) any note presented for payment (where presentation is required) within more than 30 days after the relevant date payment is first made available for payment to the beneficial owner (except to the extent that the Holder thereof beneficial owner would have been entitled to such Additional Amounts on presenting a Note for payment on had the last day of note been presented during such 30-30 day period); for this purpose; (4) any Taxes that are payable otherwise than by withholding from a payment of the principal of, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereofpremium, if any, or interest, on the Senior Notes or under the Guarantee; (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi5) any estate, inheritance, gift, salessale, excise, usetransfer, personal property, transfer property or similar tax; , assessment or other governmental charge; (vii6) any tax withholding or penalty arising from deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the Holder’s failure to properly comply with taxation of savings or any other directive implementing the Holder’s obligations imposed under Part XVIII conclusions of the Tax Act ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; (7) any Taxes which could have been avoided by the similar provisions presentation (where presentation is required) of legislation the relevant note to another Paying Agent in a member state of the European Union; or (8) any other jurisdiction that has entered into withholding or deduction required pursuant to an agreement with the United States of America to provide for the implementation of reporting described in that jurisdiction in compliance with Sections 1471 through 1474 Section 1471(b) of the Code; , or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or otherwise imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to any agreement entered into pursuant to Section 1471(b) of the Codeforegoing) any law implementing an intergovernmental approach thereto. Such Additional Amounts shall also not be payable where, had the beneficial owner of the note been the Holder of the note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive above. The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any fiscal Taxes so deducted or regulatory legislation, rules or practices adopted pursuant withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to any intergovernmental agreement entered into each Holder. The Payor shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with the implementation of such Sections payments in respect of the Code principal amount of Senior Notes then outstanding and (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (gy) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) such withholding Taxes paid per $1,000 principal amount of the Senior Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Senior Notes upon request and shall be made available at the offices of the Paying Agent. At least 30 calendar days prior to each date on which any payment under or with respect to the Senior Notes or any Note the Guarantee is due and payablepayable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if a the Payor will shall be obligated to pay Additional Amounts with respect to such payment, the Company will Payor shall deliver to the Trustee an Officer’s Officers’ Certificate stating the fact that such Additional Amounts will shall be payable and payable, the amounts so payable, payable and will shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date net date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. If the Payor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Senior Notes or the Guarantee, as the case may be, which would not have been required to be so deducted or withheld or deducted. (i) In additionbut for such conduct of business in such Additional Taxing Jurisdiction, the Payor will pay any stamp, issue, registration, court, documentation, excise Additional Amounts provision described above shall be considered to apply to such Holders or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, beneficial owners as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture (or any other document political subdivision thereof or instrument referred to hereunder or thereunder and any such taxestaxing authority therein). Wherever in the Indenture, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Senior Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers tothere are mentioned, in any context, : (1) the payment of principal, (2) purchase prices in connection with a purchase of Senior Notes, (3) interest, premium, if any, interest or or (4) any other amount payable under on or with respect to any Note the Senior Notes or any Note the Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in under this Section 2.13, section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of any Senior Notes or any other document or instrument referred to therein (other than a transfer of the Senior Notes), or the receipt of any payments with respect to the Senior Notes or the Guarantee, excluding any such taxes, charges’ or similar levies imposed by any jurisdiction other than the jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Senior Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Senior Notes. The foregoing obligations shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by or on behalf in respect of the Company or Notes (including any Guarantor (each such person who pays or credits such amounts, payments made pursuant to a “Payor”Note Guarantee) under or with respect to the Notes or any Note Guarantee will shall be made free and clear of, of and without any withholding or deduction or withholding for, for or on account of, of any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the power to tax (each, a “Taxing Jurisdiction”)Taxes, unless the withholding or deduction or withholding of such Taxes is required by applicable law or by the interpretation or administration thereof thereof. If the applicable withholding agent is so required by the relevant governmental authority. (b) At any time a relevant law of any Taxing Jurisdiction requires deductions to withhold or withholdings deduct any Taxes from or in respect of taxes from any payment made under or sum payable in respect of the Notes, the Payor Issuer or the applicable Guarantor, as the case may be, will (1) pay such additional amounts (“Additional Amounts”) as may be necessary so in order that the net amounts received receivable by each Holder Holders (including Additional Amounts), or beneficial owners) of any Notes after such deduction or withholding (including withholding or deduction attributable to (including any withholding or deduction in respect of such payment of Additional Amounts payable hereunder), shall not be less than Amounts) equals the amount the Holder respective amounts which would have received had been receivable by such Holders (or beneficial owners) in the absence of such withholding or deduction, (2) make such withholding or deduction, and (3) pay the full amount withheld or deducted to the relevant tax or other authority in accordance with applicable law, except that no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder in respect of a Note by any Payor with respect to: Note: (i) taxes to the extent that would not have been such Taxes are imposed but for or levied by reason of such Holder (or the existence of any present or former beneficial owner) having some connection between with the relevant Holder Taxing Jurisdiction other than the mere holding (or beneficial owner (ownership) of such Note or between a fiduciary, settlor, beneficiary, partner, member or shareholder receiving payments in respect of the relevant Holder Note (including any payments made pursuant to a Note Guarantee) or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction enforcing its rights thereunder (including, without limitationbut not limited to: citizenship, by virtue nationality, residence, domicile, or existence of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having permanent establishment, a permanent establishment or having dependent agent, a place of business or a place of management present or deemed present in such jurisdictionthe Taxing Jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; ; (ii) taxes to the extent that any Tax is imposed on, other than by deduction or deducted or withheld from, withholding from payments in respect of the Notes if such (including any payments could made pursuant to a Note Guarantee); (iii) in respect of any Taxes that would not have been made so deducted or withheld but for the failure by the Holder (or beneficial owner) to comply with any certification, identification or other reporting requirement concerning such Holder’s (or beneficial owner’s) nationality, residence, identity or connection with the Taxing Jurisdiction if (1) compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or part of the Taxes, (2) the Holder (or beneficial owner) is able to comply with these requirements without undue hardship and (3) the Issuer has given the Holders (or beneficial owners) at least 30 calendar days prior notice that they will be required to comply with such imposition, deduction or withholding of such taxes had such Notes been presented for payment requirement; (iv) in the event that the Holder fails to surrender (where presentation surrender is required) its Note for payment within 30 days after the relevant date (except to the extent Issuer has made available a payment of principal or interest; provided that the Issuer shall pay Additional Amounts to which a Holder thereof (or beneficial owner) would have been entitled to such Additional Amounts on presenting a had the Note for payment been surrendered on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; ; (v) any withholding tax under Part XIII of to the Tax Act extent that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any such Taxes are estate, inheritance, gift, salespersonal property, excise, usetransfer, personal propertyuse or sales or any similar Taxes; (vi) where such Taxes are imposed on or in respect of any Note pursuant to sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, transfer as amended (the “Code”), any successor law or similar tax; regulation implementing or complying with, or introduced in order to conform to, such sections (to the extent each successor law or regulation is not materially more onerous than such sections as enacted on such date) or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code; (vii) any tax to the extent that such Taxes are imposed or penalty arising from the Holder’s failure to properly comply withheld in connection with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation presentation of any other jurisdiction that has entered into an agreement with note for payment by or on behalf of a holder or beneficial owner of such notes who would have been able to avoid such Taxes by presenting the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Coderelevant note to, or accepting payment from, another Paying Agent; or or (viii) taxes arising from any combination of the foregoing clauses items (i) through (vii)) above; (b) No Additional Amounts will be paid to a Holder that is a fiduciary or a partnership or not the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or such beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder. (c) All references in this Indenture to principal, premium, if any, and interest on the Notes shall include any Additional Amounts payable by the Issuer or the Guarantors, as the case may be, in respect of such principal, premium, if any, and interest. (d) The Payors will (1) make such withholding or deduction and (2) remit Issuer shall promptly provide the full amount deducted or withheld to Trustee with a copy of the official acknowledgment of the relevant government authority in accordance with applicable law. The Payors will furnish to the TrusteeTaxing Jurisdiction (or, within 30 days after the date if such acknowledgment is not available, other reasonable documentation) evidencing the payment of any taxes is due pursuant to applicable law, certified copies Taxes withheld or deducted from a payment in respect of tax receipts evidencing that such payment has been made the Notes by or other evidence on behalf of the Issuer or a Guarantor. Copies of such payment satisfactory documentation will be made available to the TrusteeHolders (or beneficial owners) of the Notes or the Paying Agent, as applicable, upon written request therefor. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) Issuer shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise documentary or other similar taxes, charges taxes and duties, including any interest, penalties interest and any similar liabilities with respect theretopenalties, imposed by any a Taxing Jurisdiction at any time in respect of the executioncreation, issuanceissue, delivery, registration and offering of the Notes or delivery the execution of the Notes, any the Note GuaranteeGuarantees, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such related document or instrument. (j) . The obligations under this Section 2.13 will survive Issuer shall also pay and indemnify the Trustee, the Holders and beneficial owners, and the Paying Agent from and against all court taxes or other taxes and duties, including interest and penalties, paid by any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to them in any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or connection with any jurisdiction from or through which payment is made action permitted to be taken by such successor or its respective agents. (k) Whenever this Indenture refers to, in any contextthe Trustee, the payment of principalHolders and beneficial owners, premium, if any, interest or any other amount payable the Paying Agent to enforce the Issuer’s obligations under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofNotes.

Additional Amounts. All amounts payable (awhether in respect of principal, interest or otherwise) All payments in respect of the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Company Cayman Islands or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor Bermuda or any political subdivision thereof or any authority of the foregoing that has the or agency therein or thereof having power to tax (each, a “Taxing Jurisdiction”)tax, unless the withholding or deduction of such taxes, duties, levies, assessments or withholding governmental charges is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Noteslaw. In that event, the Payor Company will pay pay, or cause to be paid, such additional amounts (“Additional Amounts”) as may be necessary so in order that the net amounts received receivable by each a Holder (including Additional Amounts), after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), (including any withholding or deduction on such payment of additional amounts) shall not be less than equal the amount the Holder respective amounts that would have received been receivable by such Holder had no such withholding or deduction or withholding been required. required (c) However"ADDITIONAL AMOUNTS"), notwithstanding the foregoing, except that no such Additional Amounts will shall be payable in relation to any payment in respect of any of the Notes (a) to, or to a Holder third party on behalf of, a Person who would be able to avoid such withholding or deduction by complying with such Person's statutory requirements or by making a declaration of a non-residence or similar claim for exemption but, in either case, fails to do so, or is liable for such taxes, duties, levies, assessments or governmental charges in respect of such Note by any Payor reason of his having some connection with respect to: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws ofbeing incorporated or engaged in a trade or business in, incorporated in or carrying on a business, having a permanent establishment or having a residence or principal place of business in such jurisdiction)or other presence in) the Cayman Islands or Bermuda, as the case may be, other than solely by reason (i) the mere holding of the Holder such Note or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed onthe receipt of principal, interest, or deducted or withheld from, payments other amount in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been Note; (b) presented for payment (where presentation is required) within more than 30 days after the relevant date (Relevant Date, except to the extent that the relevant Holder thereof would have been entitled to such Additional Amounts on presenting a Note the same for payment on or before the last day expiry of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount period of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture30 days; (iiic) taxes imposed or withheld by reason on account of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, useestate, personal property, sales or transfer or similar tax; (vii) any tax taxes, duties, levies, assessments or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Codegovernmental charges; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make on account of any taxes, duties, levies, assessments or governmental charges that are payable otherwise than by withholding from payments in respect of such withholding Note. If the Company becomes subject generally at any time to any taxing jurisdiction other than or deduction and (2) remit the full amount deducted or withheld in addition to the relevant government authority Cayman Islands and Bermuda, references in accordance with applicable law. The Payors will furnish this section to the Trustee, within 30 days after the date the payment of any taxes is due pursuant Cayman Islands and Bermuda shall be read and construed as references to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory jurisdiction(s) and/or to the Trustee. (e) The PayorsCayman Islands and Bermuda. Any reference in the Indenture to principal, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner premium or interest in respect of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penaltiesredemption amount and any other amounts in the nature of principal, interestshall be deemed also to refer to any Additional Amounts that may be payable under the Indenture, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result the express mention of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (iif applicable) through (viii) of Section 2.13(c) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to the Indenture, if the Payor had been required to withhold from such payments or to Notes require the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount payment of Additional Amounts payable in respect thereof. (h) At Amounts, at least 30 calendar days prior to each date on which any payment payments under or with respect to the Notes or any Note Guarantee is are due and payable, if a Payor will be obligated payable (unless such obligation to pay Additional Amounts with respect arises shortly before or after the 30th day prior to such paymentdate, in which case it shall be promptly thereafter) the Company, or its designee shall furnish to the Trustee, the Company will deliver to Registrar and the Trustee Paying Agent an Officer’s Officers' Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable, and will set forth such any other information necessary to enable the Trustee or such Paying Agent to pay such Additional Amounts to Holders on the payment date net of any taxes required to be withheld or deducted. (i) In addition, the Payor date. The Company will pay any present or future stamp, issuecourt or documentary taxes, registration, court, documentation, or any other excise or other similar property taxes, charges and duties, including or similar levies which arise in any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of jurisdiction from the execution, issuance, delivery or registration or delivery of the Notes, any Note Guarantee, this Indenture Notes or any other document or instrument referred to hereunder therein (other than a transfer of the Notes), or thereunder and the receipt of any payments with respect to the Notes, excluding any such taxes, charges or duties similar levies imposed by any jurisdiction outside the Cayman Islands or Bermuda in which a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result ofPaying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Notes, any Note Guarantee and/or the Indenture or any other such document or instrument. (j) The obligations under this Section 2.13 will survive instrument following the occurrence of any termination, defeasance or discharge Event of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or Default with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofNotes.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) of the Guarantors under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, and without 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 and all present Taxes imposed or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of (i) any jurisdiction in which such Payor the Company or any Guarantor (including any successor entity), is organizedthen incorporated, engaged in business, organized or resident 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 payments are payment is made by or on behalf of such Payor the Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein (each of the foregoing that has the power to tax (eachi) and (ii), a “Taxing Tax Jurisdiction”), unless will at any time be required to be made from any payments under or with respect to the deduction Notes or withholding is required by applicable law any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or by premium, the interpretation Company or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions Guarantor or withholdings of taxes from any payment made under or in respect of the Notesother payor, the Payor as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net 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 withholding (including 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 attributable to Additional Amounts payable hereunder)deduction; provided, shall not be less than the amount the Holder would have received had no such deduction or withholding been required. (c) Howeverhowever, notwithstanding the foregoing, that no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, partnerpartner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial ownerHolder, if the relevant Holder or beneficial owner is an estate, trust, nominee, trustpartnership, partnership limited liability company or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws or national of, incorporated in or carrying on a business, having a permanent establishment the relevant Tax Jurisdiction in which such Taxes are imposed or having a place of business in such jurisdiction), any other present or former connection with the relevant Tax Jurisdiction other than solely by reason the acquisition or holding of such Notes, the Holder exercise or beneficial owner purchasing, holding enforcement of rights under such Note or disposing the Indenture or under a Note Guarantee or the receipt of the Notespayments in respect of such Note or a Note Guarantee; (ii) taxes any Taxes, to the extent such Taxes were imposed onas 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 deducted any law implementing or withheld fromcomplying with or introduced in order to conform to, payments in respect such directive; (v) any Taxes imposed as result of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been any Note presented for payment (where presentation is required) within 30 days after by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant date Note to another Paying Agent in a member state of the European Union; (except vi) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; (vii) any Taxes to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes Taxes are imposed or withheld by reason of the failure by of the Holder or beneficial owner of such Note Notes, following the Company’s reasonable written request addressed to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to make the Holder or beneficial owner, to comply with any declaration certification, identification, information or similar claim or satisfy any other reporting requirement relating to such mattersrequirements, within 30 days after a specific written request therefor from a Payor, which is whether required by lawstatute, treaty, regulation or administrative practice or applicable treaty of a Tax Jurisdiction, as a precondition to exemption from from, or reduction in the rate of deduction or withholding of all of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or part of 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 taxescertification or documentation; (ivviii) withholding tax under Part XIII any Taxes imposed or withheld by reason of the Income Tax Act (Canada) (failure of the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure Notes to properly comply with the Holder’s obligations imposed under Part XVIII requirements of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code; or (viii) taxes arising from any combination ”), as of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations Offering Memorandum (Canada) or any amended or successor provision) as a result of payments made under version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom official interpretation thereof or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) 1471 of the Code; or (ix) any combination of clauses (1) through (8) above. (b) In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any fiscal other excise or regulatory legislationproperty taxes, rules charges or practices adopted pursuant to similar levies (including penalties, interest and any intergovernmental agreement entered into in connection with other liabilities related thereto) which are levied by any jurisdiction on the implementation execution, delivery, issuance, or registration of such Sections any of the Code Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee. (“FATCA Withholding”). Neither any Guarantor nor c) If the Company or any Guarantor, as the case may be, becomes aware that it will be required obligated to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled with respect to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such paymentGuarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable, and will . The Officer’s Certificates must also set forth such any other information reasonably necessary to enable the Trustee Paying Agents to pay such Additional Amounts to Holders on the relevant payment date net date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any taxes required to be withheld or deductedsuch Officer’s Certificate. (id) In addition, The Company or the Payor relevant Guarantor will pay any stamp, issue, registration, court, documentation, excise make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant withheld to the Notes relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or a Guarantor, as a result ofthe case may be, or in connection withif, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the enforcement of the Notes, any Note Guarantee and/or any other Trustee) by such document or instrumententity. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (ke) Whenever this in the Indenture refers toor the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, premium, if any, interest or of any other amount payable under under, or with respect to to, any Note of the Notes or any Note Guarantee, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations described under Sections 4.01(c), (d), (e) and (f) of the Indenture will survive any termination, defeasance or discharge of the Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Note Guarantee) and any department or political subdivision or taxing authority or agency thereof or therein having the power to tax.

Additional Amounts. (ai) All payments by the Republic in respect of the Notes will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of the Company or any Guarantor (each such person who pays or credits such amountsRepublic, a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or taxing authority of the foregoing that has or agency therein or thereof having the power to tax (eachfor purposes of this paragraph, a “Taxing JurisdictionRelevant Tax”), unless the withholding or deduction or withholding of any such Relevant Tax is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Noteslaw. In that event, the Payor Republic will pay such additional amounts amounts, including but not limited to, the payment of the 4% withholding tax imposed on payments of interest to bondholders that are not residents of the Republic (“Additional Amounts”) ), as may be necessary so to ensure that the net amounts received by each Holder (including Additional Amounts), the bondholders after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than will equal the amount the Holder respective amounts of principal and interest that would have received had no been receivable in respect of the Notes in the absence of such deduction withholding or withholding been required. (c) Howeverdeduction; provided, notwithstanding the foregoinghowever, that no Additional Amounts will be payable to in respect of any Relevant Tax: (A) imposed by reason of a Holder bondholder or beneficial owner of a Note by any Payor with respect to: (i) taxes that would not have been imposed but for the existence of any having some present or former connection between with the relevant Holder Republic other than merely being a bondholder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder Note or beneficial owner, if receiving payments of any nature on the relevant Holder Note or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue enforcing its rights in respect of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely Note; (B) imposed by reason of the Holder failure of a bondholder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed ona Note, or deducted any other person through which the bondholder or withheld frombeneficial owner holds a Note, payments in respect of to comply with any certification, identification or other reporting requirement concerning the Notes if such payments could have been made without such impositionnationality, deduction residence, identity or withholding connection with the Republic of such taxes bondholder or beneficial owner or other person, if compliance with the requirement is a precondition to exemption from all or any portion of such withholding or deduction, provided that (x) the Republic or the Republic’s agent has provided the trustee with at least 60 days’ prior written notice of an opportunity to satisfy such a requirement, and (y) in no event shall such holder or beneficial owner or other person’s obligation to satisfy such a requirement require such holder or beneficial owner or other person to provide any materially more onerous information, documents or other evidence than would be required to be provided had such Notes holder or beneficial owner or other person been required to file Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY; or (C) is imposed by reason of a bondholder or beneficial owner of a Note, or any other person through which the bondholder or beneficial owner holds a Note, having presented the Note for payment (where such presentation is required) within more than 30 days after the relevant date (date, except to the extent that the Holder thereof bondholder or beneficial owner or such other person would have been entitled to such Additional Amounts on presenting a the Note for payment on the last day of any date during such 30-day period. As used in this paragraph (h); for this purpose, the “relevant date” in relation respect to any payments Notes, means the date on any Note means (a) the which payment in respect hereof first becomes due date for payment thereofor, or (b) if the full amount of the monies money payable on such date have has not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of under the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld Indenture to the relevant government authority in accordance with applicable lawholders that such monies have been so received and are available for payment. Any reference to “principal” and/or “interest” under the Indenture also refers to any additional amounts which may be payable under the Indenture. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor Republic will pay any present or future stamp, issue, registration, court, documentation, court or documentary taxes or any excise or other similar property taxes, charges and duties, including or similar levies which arise in the Republic or any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time political subdivision thereof or taxing authority thereof or therein in respect of the creation, issue, execution, issuance, initial delivery or registration or delivery of the Notes, any Note Guarantee, this Indenture Notes or any other document or instrument referred to hereunder therein. The Republic will also indemnify the bondholders from and against any stamp, court or thereunder and documentary taxes or any such excise or property taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result ofsimilar levies resulting from, or required to be paid by any of them in any jurisdiction in connection with, the enforcement of the Notes, any Note Guarantee and/or obligations of the Republic under the Notes or any other such document or instrumentinstrument referred to therein following the occurrence of any Event of Default. (jii) The obligations under this Section 2.13 From the date hereof through the period ending 30 days after the Closing Date, the Republic will survive any terminationensure that no other dollar-denominated debt securities of the Republic, defeasance other than debt securities with a maturity of one year or discharge of this Indenture and will apply mutatis mutandis to any successor Person to less, are placed or sold in the Payor and to any jurisdiction in which such successor is organized international capital markets, directly or is otherwise resident or carrying indirectly on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers tobehalf, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent thatmanner which might, in such contextthe reasonable opinion of the Underwriters, Additional Amounts arehave a detrimental effect on the successful offering and distribution of the Notes, were or would be payable unless the Underwriters otherwise agree in respect thereofwriting.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with in respect to of the Notes or any the Guarantor in respect of a Note Guarantee will be made free and clear of, and without withholding or deduction or withholding for, for or on account of, of any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings (hereinafter referred to as “taxes”) now other governmental charges of whatever nature imposed or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of any jurisdiction in which such Payor the Company or the Guarantor is organized, organized or is a resident or carrying on business for tax purposes purposes, or from or any other jurisdiction through which any payments under the Notes are made by or on behalf of such Payor the Company, or any political subdivision or authority of the foregoing that has the thereof, having power to tax (each, a “Taxing Relevant Jurisdiction”), unless the deduction Company or withholding the Guarantor is required by applicable law to deduct or by withhold such taxes, duties, assessments or governmental charges. In that event, the interpretation Company or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions Guarantor will make the required deduction or withholdings of taxes from any withholding, make payment made under or in respect of the Notes, amount so withheld to the Payor will appropriate governmental authority and pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amounts received by each Holder (including Additional Amounts), Holders of Notes after such deduction or withholding (including withholding or deduction attributable equal the amounts that would have been received in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”). All references to “Company” (or, as applicable, “Guarantor”) in this Article 3 include any entity that replaces and becomes a substitute for the Company (or, as applicable, the Guarantor), in each case as a result of a substitution or replacement that occurs pursuant to the terms of this Indenture. No such Additional Amounts payable hereunder)shall be payable: (i) to, shall not be less than the amount or to a third party on behalf of, a Holder where the Holder would have received had no such deduction or withholding been required. (c) Howeverbeneficial owner is liable for any present or future taxes, notwithstanding the foregoingduties, no Additional Amounts will be payable to a Holder assessments or governmental charges in respect of a Note by any Payor with respect to: (i) taxes that would not have been imposed but for reason of the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, a trust, partnership a partnership, a limited liability company or a corporation) or beneficial owner and any Taxing Jurisdiction (the Relevant Jurisdiction, including, without limitation, by virtue of the Holder or beneficial owner (or the Holder’s or the beneficial owner’s fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident ofthereof or being or having been engaged or deemed to be engaged in a trade or business or present therein or having, formed pursuant to the laws ofor having had, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction)therein, other than solely by reason the mere holding of the Holder Note or beneficial owner purchasing, holding or disposing the enforcement of rights and the Notes; receipt of payments with respect to the Note; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes surrendered (if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation surrender is required) within more than 30 days after the relevant date (Relevant Date except to the extent that the Holder thereof of such Note would have been entitled to such Additional Amounts Amounts, on presenting a surrender of such Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount period of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; 30 days; (iii) taxes in respect of any tax, duty, assessment or other governmental charge imposed on a Note presented for payment by or withheld by reason on behalf of the failure by a Holder where the Holder or beneficial owner of such would have been able to avoid that withholding or deduction by presenting the relevant Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity another paying agent in a member state of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; European Union; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation in respect of any tax, duty, assessment or other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted governmental charge imposed or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of this Indenture (or any amended or successor version), current or future regulations U.S. Treasury Regulations issued thereunder or any official interpretations interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code Code; (“FATCA Withholding”). Neither v) where such Additional Amount is imposed on a payment to, or for the benefit of, a Luxembourg resident individual pursuant to the Luxembourg law of 23 December 2005; (vi) to, or to a third party on behalf of, a Holder where the Holder or beneficial owner is liable for any Guarantor nor present or future taxes, duties, assessments or other governmental charges by reason of the Holder’s or beneficial owner’s failure to comply with any certification, identification or other reporting requirement concerning nationality, residence, identity or connection with the Relevant Jurisdiction, if (1) compliance is required by the Relevant Jurisdiction, as a precondition to, exemption from, or reduction in the rate of, the tax, duty, assessment or other governmental charge and (2) the Company has given at least 30 days’ notice that Holders or beneficial owners will be required to pay Additional Amounts on account provide this certification, identification or other requirement; (vii) in respect of any FATCA Withholding.estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, duty, assessment or governmental charge; (gviii) Each Holder entitled to in respect of any Additional Amounts shall cooperatetax, to the extent described in clause (iii) of Section 2.13(c) aboveduty, with the Company and the Trustee in providing any information assessment or documentation other governmental charge that is required payable otherwise than by applicable law deduction or withholding from payments of principal of or interest on the Note or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing direct payment by the Company or the Trustee to confirm the identity and/or tax status Guarantor in respect of such Holder and any affected beneficial owner and to assist claims made against the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable Guarantor; or (ix) in respect thereofof any combination of the above. (hb) At least 30 calendar days prior No Additional Amounts shall be paid with respect to each date on which any payment under on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Company nor the Guarantor shall be required to make any payment with respect to any tax, duty, assessment or governmental charge imposed by any government or political subdivision or taxing authority thereof or therein. (c) In the event that Additional Amounts actually paid with respect to the Notes described above are based on rates of deduction or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, withholding of taxes in excess of the Company will deliver appropriate rate applicable to the Trustee an Officer’s Certificate stating that Holder of such Additional Amounts will Notes, and, as a result thereof the Holder is entitled to make a claim for a refund or credit of the excess from the authority imposing the withholding tax, then the Holder shall, by accepting the Notes, be payable deemed to have assigned and the amounts so payabletransferred all right, title, and will set forth interest to any such other information necessary claim for a refund or credit of such excess to enable the Trustee to pay such Additional Amounts to Holders on the payment date net of any taxes required to be withheld or deductedCompany. (id) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time Any reference in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under in respect of the Notes by the Company or the Note Guarantee by the Guarantor will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to any Note or any Note Guarantee, such reference shall be deemed that amount under the obligations referred to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13Section, to unless the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofcontext requires otherwise.

Additional Amounts. (a) All payments made by or on behalf of the Company or any the Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with in respect to of the Notes or any Note Guarantee will the Guarantee, as the case may be, including, without limitation, Additional Interest, if any, shall be made free and clear of, and without withholding or deduction or withholding for, for or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings (hereinafter referred to as “taxes”) now or hereafter other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Brazil or the Cayman Islands or a successor jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision authority therein or authority of the foregoing that has the thereof having power to tax (each, a “Taxing Jurisdiction”)tax, unless the such withholding or deduction or withholding is required by applicable law law. In that event, the Company or by the interpretation or administration thereof by the relevant governmental authority. Guarantor (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect as guarantor of the Notes), as applicable, shall make such deduction or withholding, make payment of the Payor will amount so withheld to the appropriate governmental authority and pay to each Holder such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amounts received receivable by each Holder the Holders (including Additional Amounts), ) after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder)shall equal the respective amounts of principal of, shall not be less than the amount the Holder or premium, if any, or interest which would have received had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments receivable in respect of the Notes if such payments could have been made without such imposition, deduction or withholding in the absence of such taxes had withholding or deduction. (a) Notwithstanding the foregoing, neither the Company nor the Guarantor will have to pay Additional Amounts: (i) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Note by reason of such Holder or the beneficial owner having some connection with Brazil or the Cayman Islands other than the mere holding of the Note and the receipt of payments with respect to the Note; (ii) in respect of Notes been presented for payment surrendered (where presentation if surrender is required) within more than 30 days after the relevant date (Relevant Date except to the extent that the Holder thereof of such Note would have been entitled to such Additional Amounts on presenting a surrender of such Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount period of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; 30 days; (iii) taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or withheld any law implementing or complying with, or introduced in order to conform to, such directive; (iv) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of the failure by the of such Holder or the beneficial owner of such Note to provide comply with any certification, information, documents identification or other evidence reporting requirement concerning the nationality, residence residence, identity or identity connection with Brazil, the Cayman Islands or a successor jurisdiction or applicable political subdivision or authority thereof or therein having power to tax, of the such Holder or the beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such mattersowner, within 30 days after a specific written request therefor from a Payor, which if compliance is required by lawsuch jurisdiction, regulation or administrative practice any political subdivision or applicable treaty authority thereof or therein having power to tax, as a precondition to exemption from from, or reduction in the rate of deduction of, the tax, assessment or withholding of all other governmental charge and the Company or part of the Guarantor, as applicable, has given the Holders at least 30 days’ notice that Holders will be required to provide such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder certification, identification or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; other requirement; (v) any withholding tax under Part XIII in respect of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, usetransfer, personal property, transfer property or similar tax; , assessment or governmental charge; (viivi) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation in respect of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trusteetax, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made assessment or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid governmental charge which is payable other than by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 from payments of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Codeprincipal of, or any fiscal premium, if any, or regulatory legislationinterest (including Additional Interest, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with if any) on the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law Note or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing direct payment by the Company or the Trustee to confirm the identity and/or tax status Guarantor in respect of such Holder and any affected beneficial owner and to assist claims made against the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof.Guarantor; (hvii) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect combination of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrumentabove. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All payments made by the Company on the Notes (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, "Taxes") imposed or levied by or on behalf of the United States, The Kingdom of Sweden or any jurisdiction in which the Company or any Guarantor Successor Company (as defined in the Indenture) is organized or is otherwise resident for tax purposes or any political subdivision thereof or any authority having power to tax therein or any jurisdiction from or through which payment is made (each such person who pays a "Relevant Taxing Jurisdiction"), unless the withholding or credits such amounts, a “Payor”) under or with respect to the Notes or deduction of Taxes is then required by law. If any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf Taxes of any jurisdiction in which such Payor is organized, resident or carrying Relevant Taxing Jurisdiction shall at any time be required on business for tax purposes or from or through which any payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the power Company with respect to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Notes, including payments of principal, Redemption Price, Liquidated Damages, interest or premium, the Payor Company will pay such additional amounts (“the "Additional Amounts”") as may be necessary so in order that the net amounts received in respect of such payments by each Holder (including Additional Amounts)the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder)deduction, shall not be less than equal the amount the Holder respective amounts which would have been received had no in respect of such deduction payments in the absence of such withholding or withholding been required. (c) However, notwithstanding the foregoing, deduction; except that no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: : (i1) taxes any Taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of having some connection with the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Relevant Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner including being a citizen or resident or national of, formed pursuant to the laws of, incorporated in or carrying on a business, having business or maintaining a permanent establishment in, or having a place of business in such jurisdiction)being physically present in, the Relevant Taxing Jurisdiction) other than solely by reason the mere holding of such Note or enforcement of rights thereunder or the Holder or beneficial owner purchasing, holding or disposing receipt of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment thereof; (where presentation is required2) within 30 days after the relevant date (except to the extent any Taxes that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes are imposed or withheld by reason of the failure by of the Holder or beneficial owner of such the Note to comply with a request of the Company addressed to the Holder to provide certification, information, documents or other evidence information concerning the nationality, residence or identity of the such Holder or beneficial owner or to make any declaration or similar claim or satisfy any other information or reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payorrequirement, which is required or imposed by lawa statute, regulation treaty, regulation, protocol, or administrative practice or applicable treaty of the Relevant Taxing Jurisdiction as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; Taxes; (iv3) withholding tax under Part XIII except in the case of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) winding up of the Company; , any Note presented for payment (viwhere presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Company's actions presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes not been so presented); (4) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; Note presented for payment (viiwhere presentation is required) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within more than 30 days after the date 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); (5) any Note where withholding taxes or any other deductions are imposed on a payment of any taxes is due to an individual and are required to be made pursuant to applicable lawany European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, certified copies of tax receipts evidencing that 2000 or any law implementing or complying with, or introduced in order to conform to, such payment has been made or other evidence of such payment satisfactory to the Trustee.directive; or (e6) The Payorsany Note presented for payment by or on behalf of a holder of the Notes who would have been able to avoid such withholding taxes or any other deductions by presenting the relevant Note to another Paying Agent in a member state of the European Union. Such Additional Amounts will also not be payable where, jointly and severally, will indemnify and hold harmless each Holder and had the beneficial owner of Notes and upon written request reimburse each such the Note been the Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the NotesNote, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder it would not have been eligible entitled to receive payment of Additional Amounts hereunder by virtue reason of clauses (i1) through to (viii4) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In additioninclusive, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”)above. Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such paymentUpon request, the Company will deliver provide the Trustee with documentation satisfactory to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include evidencing the payment of Additional Amounts or indemnification payments as described in this Section 2.13, Amounts. Copies of such documentation will be made available to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofHolders upon request.

Additional Amounts. (a) All payments made under or with respect to the Notes 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 charge (including penalties, additions to tax, interest and other similar liabilities related thereto) (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 (i) any jurisdiction in which the Company or any Guarantor is incorporated or organized, resident or doing business for tax purposes or (ii) any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including the jurisdiction of any paying agent) or, in each such person who pays or credits such amountscase, any political subdivision thereof (each, a “PayorRelevant Taxing Jurisdiction”), the Company or the relevant Guarantor, subject to the exceptions listed below, will pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by each 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 Additional Amounts payable hereunder) will not be less than the amount the beneficial owner would have received if such Taxes had not been withheld or deducted. Neither the Company nor any Guarantor will, however, pay Additional Amounts to a holder or beneficial owner of Notes: (a) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction or but for any such connection on the part of a partner, beneficiary, settlor or shareholder of such a holder or beneficial owner, if such holder or beneficial owner is a partnership, trust, estate, or corporation, (other than, in each case, any connection resulting from the acquisition, ownership, holding or disposition of Notes, the receipt of payments under or in respect of such Notes or any Guarantee and/or the exercise or enforcement of rights under or in respect of any Notes or any Guarantee); (b) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following a written request, to comply with any certification, identification, information or other reporting requirements, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but, in each case, only to the extent the Holder or beneficial owner is legally eligible to provide such certification, identification or information or comply with any such reporting requirement; (c) with respect to any estate, inheritance, gift, sales, transfer, personal property or any similar Taxes; (d) with respect to any Taxes which are payable otherwise than by deduction or withholding in respect of payments under or with respect to the Notes or any Note Guarantee will be made free and clear of, and without deduction Guarantee; (e) if such Holder is a fiduciary or withholding for, partnership or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf person other than the beneficial owner of such Payor or any political subdivision or authority of payment and the foregoing that has the power Taxes giving rise to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or such Additional Amounts would not have been imposed in respect of such payment had the Notes, Holder been the Payor will pay beneficial owner of such additional amounts Note (“Additional Amounts”but only if there is no material cost or expense associated with transferring such Note to such beneficial owner and no restriction on such transfer that is outside the control of such beneficial owner); (f) as may be necessary so that to the net amounts received by each Holder (including Additional Amounts), after extent the Taxes giving rise to such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than the amount the Holder would have received had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that would not have been imposed but for the existence presentation by the Holder of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciaryNote, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within , for payment on a date more than 30 days after the relevant date later of (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (ai) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which payment became due and payable or (ii) the full amount of such monies having been so received, provided that notice to that effect date on which payment is duly given provided for; (g) with respect to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed any withholding or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as in respect of a consequence of payment to a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act and that is imposed as a consequence required to be made pursuant to the European Council Directive 2003/48/EC on the taxation of a Holder savings income or beneficial owner of a Note beingany law or other governmental regulation implementing or complying with, at any time, a or introduced in order to conform to such directive (the “specified non-resident shareholder” EU Savings Tax Directive”); (within the meaning of subsection 18(5h) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of (a) through (g) above. The Company or the foregoing clauses relevant Guarantor, if they are the applicable withholding agents, will (i) through (vii). (d) The Payors will (1) make such any withholding or deduction required by applicable law to be made by them, and (2ii) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors Company or the relevant Guarantor will furnish make reasonable efforts to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, obtain certified copies of tax receipts evidencing that the payment of any Taxes deducted or withheld from each Relevant Taxing Jurisdiction imposing such payment has been made Taxes and provide the same to the trustee (or other evidence to a Holder upon request). If certified copies of such payment satisfactory to the Trustee. (e) The Payorstax receipts are not obtainable, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the relevant Guarantor shall provide the Trustee (or a Holder upon request) other evidence of payment reasonably satisfactory to confirm the identity and/or tax status of Trustee (or such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) Holder). At least 30 calendar days prior to each date on which any payment under or with respect to the Notes a Note or any Note Guarantee is due and payable, if a Payor the Company or any Guarantor will be obligated to pay Additional Amounts with respect to such paymentpayment (unless such obligation to pay Additional Amounts arises after the 35th day prior to the date on which payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Company or the relevant Guarantor will deliver to the Trustee an Officer’s Officers’ Certificate stating that such Additional Amounts will be payable and the amounts so payable, payable and will set forth such other information necessary to enable the Trustee trustee to pay such Additional Amounts to Holders on the payment date net of any taxes required date. The Company will promptly publish a notice stating that such Additional Amounts will be payable and describing the obligation to be withheld or deducted. (i) In addition, pay such amounts. The Company and the Payor Guarantors will pay and indemnify the Holder for any present or future stamp, issue, registration, courtcourt or documentary Taxes, documentation, or any other excise or other similar taxesproperty Taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed which are levied by any Relevant Taxing Jurisdiction at any time in respect of on the execution, issuance, delivery, registration or delivery enforcement of any of the Notes, this Indenture, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder therein or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant under or with respect to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) Guarantee. The obligations under this Section 2.13 described above will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor Company or any Guarantor and to any jurisdiction in which such successor is organized incorporated or is otherwise organized, resident or carrying on doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) agents and, in each case, any political subdivision thereof or therein. Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include includes the payment of Additional Amounts or indemnification payments as described in this Section 2.13hereunder, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofif applicable.

Additional Amounts. (a) All payments made by or on behalf Unless otherwise specified in any Officer's Certificate of the Company or setting forth the terms of Securities of a series in accordance with Section 301, if any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, for any and all present or future income, stamp and other taxes, leviesassessments or other governmental charges of The Netherlands, impostsThe Hellenic Republic or, dutiesif applicable, chargesany other jurisdiction, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or including any political subdivision or taxing authority of thereof or therein) in which either the foregoing that has Company or the power to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding Guarantor is incorporated shall at any time be required by applicable law such jurisdictions (or by the interpretation any such political subdivision or administration taxing authority thereof by the relevant governmental authority. (bor therein) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of any amounts to be paid by the NotesCompany or the Guarantor relating to principal of or interest on a Security of any series or the Guarantees thereon, the Payor Company or the Guarantor, as the case may be, will pay as additional interest to the Holder of such Security such additional amounts (“Additional Amounts”) amounts, as may be necessary so in order that the net amounts received by each paid to such Holder (including Additional Amounts)pursuant to the terms of the Security or the Guarantees, after such deduction or withholding withholding, shall be not less than such additional amounts as such Holder would otherwise be entitled to receive; provided, however, that such additional amounts shall be payable only to Holders (including withholding or deduction attributable to Additional Amounts payable hereundera) that are not resident in The Netherlands for purposes of its tax, (b) that are not resident in The Hellenic Republic for purposes of its tax and do not have a Greek Tax Registration Number (AFM), shall not be less than the amount the Holder would have received had no such deduction or withholding been required. and (c) Howeverif applicable, notwithstanding that are not resident for tax purposes and are not registered with the foregoingtax authorities in any other applicable jurisdiction (or any such political subdivision or taxing authority thereof or therein) in which the Company or the Guarantor or any successor thereto may be incorporated; and provided, no Additional Amounts will further, that neither the Company nor the Guarantor shall be payable required to a Holder make any payment of a Note by additional amounts for or on account of: (1) any Payor with respect to: (i) taxes that tax, assessment or other governmental charge which would not have been imposed but for the existence of any present or former connection between the relevant such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, or possessor of the relevant Holder or beneficial ownera power over, such Holder, if the relevant such Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the applicable jurisdiction, or any Taxing Jurisdiction (political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, by virtue of the such Holder (or beneficial owner such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident of, formed pursuant to the laws of, incorporated thereof or treated as a resident thereof or there having been present or engaged in trade or carrying on a business, business therein or having or having had a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; therein, (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi2) any estate, inheritance, gift, sales, excisetransfer, usestamp, personal property, transfer property or similar tax; , assessment or other governmental charge, (vii3) any tax tax, assessment or penalty arising other governmental charge which is payable other than by withholding from payments of (or in respect of) principal of, premium, if any or any interest on, the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii).Securities, (d4) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trusteeany tax, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made assessment or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes governmental charge required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at Paying Agent from any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any interest on, any Security, if such payment can be made without such withholding by any other amount Paying Agent, (5) any tax, assessment or other governmental charge which would not have been imposed or withheld if such Holder had made a timely and accurate declaration of non-residence or other similar claim for exemption or present any applicable form or certificate, upon the making or presentation of which that Holder would either have been able to avoid such tax, assessment or charge or to obtain a refund of such tax, assessment or charge, including certification or documentation to the effect that such Holder or beneficial owner is not a resident and lacks other connections with the applicable jurisdiction, as the case may be, or had made any other declaration or satisfied any other information requirements required to avoid such tax assessment or other governmental charge, (6) any tax, assessment or other governmental charge which would not have been imposed but for the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later, (7) any payment under or with respect to a Security to any Note Holder that is a fiduciary or partnership or any Note Guarantee, person other than the sole beneficial owner of such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13Security, to the extent thatthat a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Security would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Security, (8) any withholding tax required to be deducted by the Company or the Guarantor from any amounts to be paid by Company or the Guarantor under the Securities or the Guarantees, as the case may be, pursuant to the European Union Directive on the taxation of savings implementing the conclusions of the European Council of Economic and Finance Ministers ("ECOFIN") meeting on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such contextDirective, Additional Amounts areor (9) any combination of the items (1), were (2), (3), (4), (5), (6), (7) and (8) above. If applicable to the relevant series of Securities, the foregoing provisions shall apply mutatis mutandis to any withholding or would deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the Company or the Guarantor is organized, or any political subdivision or taxing authority thereof or therein; provided, further, however, that such payment of additional amounts may be subject to such further exceptions as may be established in the terms of such Securities or Guarantees. If the terms of the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company will furnish the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders, specify by country any additional amounts payable and the Issuer or the Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the additional amounts required by this Section. Each of the Company and the Guarantor covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense reasonably and properly on their part arising out of or in respect thereofconnection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor (except IR Company) or a successor to such Guarantor (except IR Company) (each such person who pays or credits such amounts, a “Payor”) under or with on the Senior Notes in respect to the Notes or any Note Guarantee will of interest, premium (if any) and principal shall be made free and clear without withholding or deduction for, or on account of, and without any present or future taxes, duties, assessments or governmental charges of whatever nature (“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 and all present Taxes imposed or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of of: (1) any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are payment on the Senior Notes or the applicable Guarantee is made by in respect of interest, premium or on behalf of such Payor principal, or any political subdivision or governmental authority of thereof or therein having the foregoing that has power to tax; or (2) 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 (eacheach of clauses (1) and (2), a “Relevant Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At shall at any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes be required from any payment payments made under or with respect to the Senior Notes in respect of the Notesinterest, premium or principal, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net amounts received in respect of such payments by each Holder beneficial owner of the Senior Notes or the Guarantee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), after equal the amounts which would have been received in respect of such deduction or withholding (including payments in the absence of such withholding or deduction attributable to deduction; provided, however, that no such Additional Amounts payable hereunder), shall not be less than the amount the Holder would have received had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: : (i1) taxes any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member member, shareholder or shareholder other holder of equity interests of, or possessor of power over the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership partnership, limited liability company, corporation or corporationother entity) and any the Relevant Taxing Jurisdiction (including, without limitation, by virtue of including the Holder or beneficial owner being a citizen or resident or national of, formed pursuant to the laws of, incorporated in or carrying on a business, having business or maintaining a permanent establishment in, or having a place of business in such jurisdiction)being physically present in, the Relevant Taxing Jurisdiction) other than solely by reason the mere ownership or holding of such note or enforcement of rights thereunder or under the Holder Guarantee or beneficial owner purchasing, holding or disposing the receipt of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect thereof; (2) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Notes if Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such payments could have Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by the Payor or any other person through whom payment may be made without such imposition, deduction that a declaration of non-residence or withholding of such taxes had such Notes been other claim or filing for exemption is required to be made); (3) any note presented for payment (where presentation is permitted or required) within more than 30 days after the relevant date payment is first made available for payment to the beneficial owner (except to the extent that the Holder thereof beneficial owner would have been entitled to such Additional Amounts on presenting a Note for payment on had the last day of note been presented during such 30-30 day period); for this purpose; (4) any Taxes that are payable otherwise than by withholding or deduction from a payment of the principal of, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereofpremium, if any, or interest, on the Senior Notes or under the Guarantee; (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi5) any estate, inheritance, gift, salesvalue, use, sale, excise, usetransfer, personal property, transfer property or similar tax; , assessment or other governmental charge; (vii6) any tax or penalty arising from Taxes which could have been avoided by the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII presentation (where presentation is required) of the Tax Act relevant note to another Paying Agent; (7) any withholding or the similar provisions of legislation of any other jurisdiction that has entered into deduction required pursuant to an agreement with the United States of America to provide for the implementation of reporting described in that jurisdiction in compliance with Sections 1471 through 1474 Section 1471(b) of the Code; , or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or otherwise imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or agreements thereunder, any official interpretations thereof, or any agreement entered into treaty, law, regulation or other official guidance in any other jurisdiction implementing an intergovernmental approach thereto; (8) any withholding or deduction imposed pursuant to Section 1471(bthe Luxembourg law of 23 December 2005 as amended, introducing a withholding tax on certain interest payments made or ascribed by Luxembourg paying agents to Luxembourg resident individuals; or (9) any Taxes imposed or levied by reason of any combination of clauses (1) through (8) above. Such Additional Amounts shall also not be payable where, had the beneficial owner of the Codenote been the Holder of the note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (9) inclusive above. The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any fiscal Taxes so deducted or regulatory legislation, rules or practices adopted pursuant withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to any intergovernmental agreement entered into each Holder. The Payor shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with the implementation of such Sections payments in respect of the Code principal amount of Senior Notes then outstanding and (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (gy) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) such withholding Taxes paid per $1,000 principal amount of the Senior Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Senior Notes upon request and shall be made available at the offices of the Paying Agent. At least 30 calendar days prior to each date on which any payment under or with respect to the Senior Notes or any Note the Guarantee is due and payablepayable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if a the Payor will shall be obligated to pay Additional Amounts with respect to such payment, the Company will Payor shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will shall be payable and payable, the amounts so payable, payable and will shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date net date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officer’s Certificate addressing such matters. If the Payor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Senior Notes or the Guarantee, as the case may be, which would not have been required to be so deducted or withheld or deducted. (i) In additionbut for such conduct of business in such Additional Taxing Jurisdiction, the Payor will pay any stamp, issue, registration, court, documentation, excise Additional Amounts provision described above shall be considered to apply to such Holders or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, beneficial owners as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture (or any other document political subdivision thereof or instrument referred to hereunder or thereunder and any such taxesgovernmental authority therein). Wherever in the Indenture, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Senior Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers tothere are mentioned, in any context, : (1) the payment of principal, premium, principal or premium (if any), (2) purchase prices in connection with a purchase of Senior Notes, (3) interest, interest or or (4) any other amount payable under on or with respect to any Note the Senior Notes or any Note the Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in under this Section 2.13, section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of any Senior Notes or any other document or instrument referred to therein (other than a transfer of the Senior Notes), or the receipt of any payments with respect to the Senior Notes or the Guarantee, excluding (i) any such taxes, charges’ or similar levies imposed by Luxembourg in case the Senior Notes or the Guarantee (and/or any documents in connection therewith) are (a) enclosed to a compulsorily registrable deed within a mandatory deadline (acte obligatoirement enregistrable dans un délai de rigueur) or (b) deposited with the official records of a notary (déposé au rang des minutes d’un notaire) and (ii) any such taxes, charges or similar levies imposed by any jurisdiction other than a Relevant Taxing Jurisdiction, other than those resulting from, or required to be paid in connection with, the enforcement of the Senior Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Senior Notes. The foregoing obligations shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or otherwise considered a resident for tax purposes or any political subdivision or governmental authority or agency thereof or therein.

Additional Amounts. All amounts payable (awhether in respect of principal, interest or otherwise) All payments in respect of the Securities will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor Cayman Islands or any political subdivision thereof or any authority of the foregoing that has the or agency therein or thereof having power to tax (each, a “Taxing Jurisdiction”)tax, unless the withholding or deduction of such taxes, duties, levies, assessments or withholding governmental charges is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Noteslaw. In that event, the Payor Company will pay pay, or cause to be paid, such additional amounts (“Additional Amounts”) Amounts as may be necessary so in order that the net amounts received receivable by each a Holder (including Additional Amounts), after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than equal the amount the Holder respective amounts that would have received been receivable by such Holder had no such withholding or deduction or withholding been required. (c) However, notwithstanding the foregoing, except that no such Additional Amounts will shall be payable in relation to any payment in respect of any of the Securities (a) to, or to a Holder third party on behalf of, a person who is liable for such taxes, duties, levies, assessments or governmental charges in respect of a Note such Security by any Payor reason of his having some connection with respect to: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws ofbeing incorporated or engaged in a trade or business in, incorporated in or carrying on a business, having a permanent establishment or having a residence or principal place of business in such jurisdiction), or other presence in) the Cayman Islands other than solely by reason (i) the mere holding of the Holder such Security or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed onthe receipt of principal, Contingent Cash Interest, Liquidated Damages or deducted or withheld from, payments other amount in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been Security; (b) presented for payment (where presentation is required) within more than 30 days after the relevant date (Relevant Date, except to the extent that the relevant Holder thereof would have been entitled to such Additional Amounts on presenting a Note the same for payment on or before the last day expiry of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount period of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture30 days; (iiic) taxes imposed or withheld by reason on account of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, useestate, personal property, sales or transfer or similar tax; (vii) any tax taxes, duties, levies, assessments or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Codegovernmental charges; or (viiid) taxes arising on account of any taxes, duties, levies, assessments or governmental charges that are payable otherwise than by withholding from payments in respect of such Security. If the Company becomes subject generally at any combination time to any taxing jurisdiction other than or in addition to the Cayman Islands, references in this section to the Cayman Islands shall be read and construed as references to such other jurisdiction(s) and/or to the Cayman Islands. Notwithstanding anything herein to the contrary, in the event that any deduction or withholding on account of tax be required to be made, or be made, in connection with any European Union directive on the taxation of savings implementing the conclusions of the foregoing clauses ECOFIN Council meeting of November 26-27, 2000, or any law implementing or complying with, or introduced in order to conform to, such directive, no additional amounts shall be payable or paid by the Company to any holder in respect of the Securities. Any reference in this Indenture to principal, premium or interest in respect of the Securities, any redemption amount and any other amounts in the nature of principal, shall be deemed also to refer to any Additional Amounts that may be payable under this Indenture, and the express mention of the payment of Additional Amounts (iif applicable) through (vii). (d) The Payors will (1) make in any provision hereof shall not be construed as excluding Additional Amounts in those provision hereof where such withholding express mention is not made. Except as otherwise provided in or deduction and (2) remit pursuant to this Indenture, if the full amount deducted or withheld Securities require the payment of Additional Amounts, at least 10 days prior to the relevant government authority first Relevant Date with respect to such Securities, and at least 10 days prior to each Relevant Date if there has been any change with respect to the matters set forth in accordance with applicable law. The Payors will the below-mentioned Officers' Certificate, the Company or its designee shall furnish to the Trustee, within 30 days after the date Registrar and the Paying Agent an Officer's Certificate instructing the Trustee and such Paying Agents whether such payment of any taxes is due pursuant to applicable law, certified copies principal of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor interest on the Notes will Securities shall be paid net of any deduction made to Holders who are Non-U.S. Persons without withholding for or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise assessment or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred governmental charge described above due to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification by the Company. If any such payment of Additional Amounts shall be required, then such certificate shall specify by country the amount, if any, required to be withheld on such payments as described in this Section 2.13to such Holders, and the Company agrees to pay to the extent thatTrustee, in such context, the Registrar or the Paying Agent the Additional Amounts are, were or would be payable in respect thereofrequired.

Additional Amounts. (a) All payments made by the Company on the Notes ------------------ (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, "Taxes") imposed or levied by or on behalf of Germany or any jurisdiction in which the Company or any Guarantor Successor Company is organized or is otherwise resident for tax purposes or any political subdivision thereof or any authority having power to tax therein or any jurisdiction from or through which payment is made (each a "Relevant Taxing Jurisdiction"), unless the withholding or deduction of such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or Taxes is then required by law. If any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf Taxes of any jurisdiction in which such Payor is organizedRelevant Taxing Jurisdiction, resident or carrying shall at any time be required on business for tax purposes or from or through which any payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the power Company with respect to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Notes, including payments of Accreted Value, principal, redemption price, interest or premium, the Payor Company will pay such additional amounts (“the "Additional Amounts”") as may be necessary so in order that the net amounts received in respect of such payments by each Holder (including Additional Amounts)the Holders of the Notes or the Trustee, as the case may be, after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder)deduction, shall not be less than equal the amount the Holder respective amounts which would have been received had in respect of such payments in the absence of such withholding or deduction; except that no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: : (ia) taxes that would not have been imposed but for the existence any payments on a Note held by or on behalf of any present or former connection between the relevant a Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder who is liable for such Taxes in respect of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely Note by reason of the Holder or beneficial owner purchasing, holding having some connection with the Relevant Taxing Jurisdiction (including being a citizen or disposing of the Notes; (ii) taxes imposed onresident or national of, or deducted carrying on a business or withheld frommaintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or ; (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided any Taxes that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure by of the Holder or beneficial owner of such the Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence or identity of the such Holder or beneficial owner or to make any declaration or similar claim or satisfy any other information or reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payorrequirement, which is required or imposed by lawa statute, treaty, regulation or administrative practice or applicable treaty of the Relevant Taxing Jurisdiction as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; Taxes; (ivc) withholding tax under Part XIII except in the case of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) winding up of the Company, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii).or (d) The Payors will any Note presented for payment (1where presentation is required) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within more than 30 days after the date the relevant payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such first made available for payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The PayorsHolder. Such Additional Amounts will also not be payable where, jointly and severally, will indemnify and hold harmless each Holder and had the beneficial owner of Notes and upon written request reimburse each such the Note been the Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the NotesNote, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder he would not have been eligible entitled to receive payment of Additional Amounts hereunder by virtue reason of clauses (ia) through to (viiid) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such paymentsinclusive above. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All payments made by or on behalf of principal and interest in respect of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note Guarantee will shall be made free and clear of, and without deduction or withholding for, for or on account of, of any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings (hereinafter referred to as “taxes”) now or hereafter other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor the United States or any political subdivision or taxing authority of or in the foregoing that has the power to tax (each, a “Taxing Jurisdiction”)United States, unless the such withholding or deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authoritylaw. (b) At any time The Company shall pay to a relevant Taxing Jurisdiction requires deductions or withholdings Holder of taxes from any payment made under or in respect of the Notes, the Payor will pay such Notes who is not a United States person additional amounts (“Additional Amounts”) as may be necessary so that every net payment of the net amounts received by each Holder (including Additional Amounts)principal of and premium, if any, and interest on the Notes to such Holder, after such deduction or withholding (including withholding for or deduction attributable to Additional Amounts payable hereunder)on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Holder would have received had no Note to be then due and payable (such deduction or withholding been required. (c) Howeveramounts, notwithstanding the foregoing“Additional Amounts”); provided, no however, that the Company shall not be required to make any payment of Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: for or on account of: (i) taxes any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the relevant Holder or beneficial owner (for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary, partnerbeneficiary of, member or shareholder of, or possessor of the relevant a power over, that Holder or beneficial owner, if the relevant that Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) , and any Taxing Jurisdiction (includingthe United States, without limitation, by virtue of the including that Holder or beneficial owner owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident of, formed pursuant to or treated as a resident of the laws of, incorporated United States or being or having been engaged in trade or carrying on a business, business or present in the United States or having had a permanent establishment in the United States or having (B) the presentation of a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented debt security for payment (where presentation is required) within on a date more than 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day later of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which that payment becomes due and payable and the full amount of such monies having been so received, provided that notice to that effect date on which payment is duly given to Holders of the Notes in accordance with this Indenture; provided for; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (viii) any estate, inheritance, gift, sales, transfer, excise, use, personal property, transfer wealth, capital gains, interest equalization or similar tax; , assessment or other governmental charge; (viiiii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or penalty arising a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder’s ; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to properly comply with certification, information, documentation or other reporting requirements concerning the Holder’s obligations imposed under Part XVIII of the Tax Act nationality, residence, identity or the similar provisions of legislation of any other jurisdiction that has entered into an agreement connections with the United States of America of the beneficial owner or any Holder of the Notes (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the implementation Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of reporting the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any withholding or deduction that jurisdiction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC relating to the taxation of savings, or any law implementing or complying with, or introduced in compliance with order to conform to, such Directive (or any successor version that is substantively comparable); (ix) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (x) any taxes payable under Sections 1471 through 1474 of the Code; Internal Revenue Code (or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding amended or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence successor version of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the CodeSections), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Codeother guidance thereunder, or any fiscal or regulatory legislation, rules or practices adopted pursuant to agreement (including any intergovernmental agreement agreement) entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.therewith; or (gxi) Each Holder entitled to any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) above; nor shall any Additional Amounts shall cooperatebe paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected a beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Holder, a beneficiary or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts settlor with respect to such paymentthe fiduciary or a member of that partnership, the Company will deliver limited liability company or a beneficial owner thereof would not have been entitled to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of those Additional Amounts had that beneficiary, settlor, member or indemnification payments as described in this Section 2.13, to beneficial owner received directly its beneficial or distributive share of the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofpayment.

Additional Amounts. (a) All payments made (including any premium paid upon redemption of the Notes) by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with successor in respect to of the Notes or any the Guarantor or a successor in respect of the Note Guarantee Guaranty will be made free and clear of, and without withholding or deduction or withholding for, or on account of, of any and all present or future income, stamp and other taxes, levies, imposts, duties, chargesassessments, fees, deductions or withholdings (hereinafter referred to as “taxes”) now other governmental charges of whatever nature imposed or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of Chile, the Cayman Islands, or any authority therein or thereof or any other jurisdiction in which such Payor is the Company or the Guarantor (in each case, their successor) are organized, resident or carrying on doing business for tax purposes or from or through which payments are made by or on behalf in respect of such Payor the Notes, or any political subdivision or taxing authority thereof or therein (any of the foregoing that has the power to tax (each, aforementioned being a “Taxing Jurisdiction”), unless the Company or the Guarantor (or their respective successor) are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantor (or their respective successor) will make such deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any withholding, make payment made under or in respect of the Notes, amount so withheld to the Payor will appropriate governmental authority and pay such additional amounts (“Additional Amounts”) Amounts as may be necessary so to ensure that the net amounts received by each Holder (including Additional Amounts), registered Holders of Notes after such deduction or withholding (including withholding or deduction attributable shall equal the respective amounts of principal and interest (or other amounts stated to Additional Amounts be payable hereunder), shall not be less than under the amount the Holder Notes) which would have been received had no in respect of the Notes in the absence of such withholding or deduction or withholding been required. (c) However, notwithstanding “Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts will shall be payable to a Holder of a Note by any Payor with respect to: payable: (i) taxes that would not have been imposed but to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Note by reason of the existence of any present or former connection between the relevant such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial ownersuch Holder, if the relevant such Holder or beneficial owner is an estate, nominee, a trust, partnership a partnership, or a corporation) and any the relevant Taxing Jurisdiction (Jurisdiction, including, without limitation, by virtue of the such Holder (or beneficial owner such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident ofthereof or being or having been engaged in a trade or business or present therein or having, formed pursuant to the laws ofor having had, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction)therein, other than solely by reason the mere holding of the Holder Note or beneficial owner purchasing, holding or disposing enforcement of rights under the Notes; Indenture and the receipt of payments with respect to the Note; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction surrendered or withholding of such taxes had such Notes been presented for payment (where presentation if surrender or presentment is required) within more than 30 days after the relevant date (Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder thereof of such Note would have been entitled to such Additional Amounts Amounts, on presenting a surrender of such Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount period of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; 30 days; (iii) taxes imposed to, or withheld to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of the such Holder’s failure by the Holder or beneficial owner of such Note to provide comply with any certification, informationidentification, documents documentation or other evidence reporting requirement concerning the nationality, residence residence, identity or identity connection with the relevant Taxing Jurisdiction of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such mattersHolder, within 30 days after a specific written request therefor from a Payor, which if (1) compliance is required by law, regulation law or administrative practice or an applicable income treaty as a precondition to to, exemption from from, or reduction in the rate of deduction of, the tax, assessment or withholding of all other governmental charge and (2) the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification, documentation or part of such taxes; other requirement; (iv) withholding tax under Part XIII in respect of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excisetransfer, usecapital gains, excise or personal property, transfer property or similar tax, assessment or governmental charge, other than as provided in Section 4.06(g) of the Indenture; (v) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of (including premium) or interest on the Note; (vi) in respect of any tax imposed on overall net income or any branch profits tax; or (vii) in respect of any tax combination of the above. Notwithstanding anything to the contrary in this section, none of the Company, the Guarantor, their respective successors, the Paying Agent or penalty arising from the Holder’s failure other person shall be required to properly comply pay any Additional Amounts with the Holder’s obligations respect to any payment in respect of any taxes imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (the “Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii”). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable lawas amended, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under law or with respect regulation implementing or complying with, or introduced in order to the Notesconform to, (y) such sections or any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied intergovernmental agreement or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(bsection 1471(b)(1) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any No Additional Amounts shall cooperatebe paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is payment would be required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested to be included in writing by the Company income, for tax purposes, of a beneficiary or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder. Payments on the Notes are subject in all cases to any tax, fiscal or any Note Guarantee is due and payableother law or regulation or administrative or judicial interpretation. Except as specifically provided above, if a Payor will the Company shall not be obligated required to pay Additional Amounts with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein. Each of the Company and the Guarantor (or their successors) will pay any Taxes required to be deducted or withheld pursuant to applicable law and furnish to the Holders, within 60 days after the date such payment is due, either certified copies of tax receipts evidencing such payment, the Company will deliver or, if such receipts are not obtainable, other evidence of such payments reasonably satisfactory to the Trustee an Officer’s Certificate stating Holders. In the event that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities actually paid with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result ofthereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, or in connection withthen such Holder shall, the enforcement of the by accepting such Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any terminationbe deemed to have assigned and transferred all right, defeasance or discharge of this Indenture title, and will apply mutatis mutandis interest to any successor Person such claim for a refund or credit of such excess to the Payor and Company. Any reference in the Indenture or the Notes to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under in respect of the Notes by the Company or the Note Guaranty by the Guarantor (or their successors) will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Paragraph 6. The Company, or the Guarantor, as applicable, will pay when due any Note present or future stamp, transfer, court or documentary taxes or any Note Guaranteeother excise or property taxes, such reference shall be deemed charges or similar levies and any penalties, additions to include tax or interest due with respect thereto imposed by Chile (or any political subdivision or governmental authority thereof or therein having power to tax) or the payment of Additional Amounts or indemnification payments as described in this Section 2.13, Cayman Islands with respect to the extent thatinitial execution, in such context, Additional Amounts are, were delivery or would be payable in respect thereofregistration of the Notes or any other document or instrument relating thereto. The foregoing obligation will survive termination or discharge of the Indenture.

Additional Amounts. (a) All payments under or in respect of the Notes or any Note Guaranty shall be made by free and clear of, and without withholding or deduction for or on behalf account of, any present or future taxes, duties, levies, imposts, assessments or governmental charges (including penalties, interest and additions related thereto) (collectively, "Taxes") of whatever nature imposed, levied, collected, withheld or assessed of any Tax Jurisdiction unless such withholding or deduction is required by law. In the Company event of any such withholding or deduction imposed or levied by a Tax Jurisdiction is required to be made from any Guarantor (each such person who pays or credits such amounts, a “Payor”) payments under or with respect to the Notes or any Note Guarantee will be made free and clear ofGuaranty, and without deduction the Company or withholding forthe relevant Guarantor, or on account ofas applicable, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred shall pay to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority Holders of the foregoing that has the power to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Notes, the Payor will pay Notes such additional amounts (“"Additional Amounts”") as may be necessary so that will result in the net amounts received by each payment to such Holder (including Additional Amounts), after ) of the amount that would otherwise have been receivable by such deduction or withholding (including Holder in the absence of such withholding or deduction attributable to deduction, except that no such Additional Amounts payable hereunder), shall not be less than the amount the Holder would have received had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: : (ia) taxes any Taxes that would not have been imposed so withheld or deducted but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner of the Notes having a present or former connection to the relevant Tax Jurisdiction (including having a permanent establishment in such Tax Jurisdiction, being a citizen or resident of, formed pursuant to the laws or national of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in the relevant Tax Jurisdiction in which such jurisdiction), Taxes are imposed) other than solely by reason the mere receipt of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if or any Note Guaranty, the mere holding or ownership of such payments could Note or beneficial interest in the Note or the exercise of any rights under the Notes, any Note Guaranty, this Indenture or the Registration Rights Agreement; (b) where presentation is required for payment on a Note, any Taxes that would not have been made without such imposition, deduction so withheld or withholding of such taxes deducted if the Note had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (Relevant Date, except to the extent that the Holder thereof would have been entitled to such Additional Amounts had the Note been presented on presenting any day during such 30 day period and there were no additional withholdings or deductions as a Note for payment on the last day result of such 30-day period); for this purpose, the “relevant date” in relation to late presentment; (c) any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date Taxes that would not have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed withheld or withheld by reason of deducted but for the failure by the Holder or the beneficial owner of the Note or any payment in respect of such Note Note, after written request made to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the that Holder or beneficial owner at least 30 days before any such withholding or deduction would be payable, by the Company or the relevant Guarantor, as applicable, to make comply with any declaration certification, identification, information, documentation or other similar claim or satisfy any other reporting requirement relating to such mattersconcerning its nationality, within 30 days after a specific written request therefor from a Payorresidence, identity or connection with the relevant Tax Jurisdiction, which is required or imposed by lawa statute, regulation or administrative practice or applicable treaty of the relevant Taxing Jurisdiction as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; Taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vid) any estate, inheritance, gift, sales, excise, usetransfer, personal property, transfer property or similar tax; Taxes imposed with respect to any Note; (viie) any tax Taxes payable other than by withholding or penalty arising from deduction; (f) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to the Holder’s failure to properly comply with European Union Directive on the Holder’s obligations imposed under Part XVIII taxation of savings income (the "Directive") implementing the conclusions of the Tax Act European Counsel of Economic and Finance Ministers (ECOFIN) meeting on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive; (g) any Taxes imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner thereof who would have been able to avoid such tax by presenting the relevant Note to another paying agent; (h) any payment on a Note or a Note Guaranty to a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 beneficial owner of the Codepayment would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the Holder of the Note or Note Guaranty; or or (viiii) taxes arising from any combination of (a) through (h) above. Notwithstanding the foregoing foregoing, the limitations on the Company's or relevant Guarantor's obligation to pay Additional Amounts set forth in clauses (c) and (h) above shall not apply if (i) the provision of information, documentation or other evidence described in such clauses (c) and (h) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Mexican law rules, regulations or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law, regulation and administrative practice (such as IRS Forms W-8BEN and W-9) or (ii) Rule 3.23.8 issued by the Ministry of Finance and Public Credit on April 28, 2006 or a substantially similar successor of such rule is in effect, unless the provision of the information, documentation or other evidence described in clauses (c) and (h) is expressly required by statute, regulation, rule, ruling or administrative practice in order to apply Rule 3.23.8 (or a substantially similar successor of such rule), the Company cannot obtain such information, documentation or other evidence on its own through reasonable diligence and the Company otherwise would meet the requirements for application of Rule 3.23.8 (viior such successor of such rule). . In addition, such clauses (c) and (d) The Payors shall not be construed to require that a non-Mexican pension or retirement fund or a non-Mexican financial institution or another Holder register with the Ministry of Finance and Public Credit for the purpose of establishing eligibility for an exemption from or reduction of Mexican withholding tax or to require that a Holder or beneficial owner certify or provide information concerning whether it is or is not a tax-exempt pension or retirement fund. If the Directive imposes taxes upon Notes presented for payment, the Company or relevant Guarantor will (1) make such withholding use commercially reasonable efforts to maintain a Paying Agent with a specified office in a Member State of the European Union that will not be obligated to withhold or deduction and (2) remit the full amount deducted or withheld deduct tax pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, the Directive. References to principal, interest or any other amount payable on or in respect of any Note shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Notes to the extent that Additional Amounts are, were or would be payable in respect thereof. At least 10 Business Days prior to the first Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the below mentioned Officers' Certificate), the Company or the relevant government authority in accordance with applicable law. The Payors Guarantor, as applicable, will furnish to the Trustee, within 30 days after Trustee and the date Paying Agent an Officers' Certificate instructing the payment Trustee and the Paying Agent whether payments of any taxes is due pursuant to applicable law, certified copies principal of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor interest on the Notes will due on such Interest Payment Date shall be paid net of any without deduction or withholding imposed for or required pursuant on account of any Taxes by the Tax Jurisdictions. If any such deduction or withholding shall be required, at least 20 days prior to Sections 1471 through 1474 of such Interest Payment Date (unless the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required obligation to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, arises after the 20th day prior to the extent described payment date, in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by which case the Company or the relevant Guarantor shall notify the Trustee and the Paying Agent in writing promptly thereafter), the Company, or the relevant Guarantor, as applicable, will furnish the Trustee and the Paying Agent with an Officers' Certificate that specifies the amount, if any, required to confirm be withheld on such payment to Holders of the identity and/or tax status of such Holder and any affected beneficial owner and to assist Notes. If the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee Guarantor is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Officers' Certificate stating that such Additional Amounts will be payable and the amounts so payable, and will must also set forth such any other information reasonably necessary to enable the Trustee Paying Agent to pay such Additional Amounts to the Holders on the relevant payment date net date. For these purposes, any Officers' Certificate required by this Indenture to be provided to the Trustee and the Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such Paying Agent. Each of the Company and the Guarantors, jointly and severally, agree to indemnify the Trustee and the Paying Agent for, and to hold each harmless against, any loss, liability or expense reasonably incurred without bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officer's Certificate furnished pursuant to this Section 4.22 or any failure to furnish such a certificate. The Company or the relevant Guarantor, as applicable, will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law. The Company or the relevant Guarantor, as applicable, will obtain official receipts from each tax authority evidencing the payment of any taxes required Taxes so deducted or withheld, or, if such receipts are not obtainable, such other documentation reasonably acceptable to the Trustee. The Company, or the relevant Guarantor, as applicable, shall furnish to the Trustee the official receipts (or a certified copy of the official receipts or other such documentation, as applicable) evidencing payment of Taxes. The Company or the relevant Guarantor, as applicable, will attach to each certified copy or other such documentation, as applicable, a certificate stating (x) that the amount of such Tax evidenced by the certified copy was paid in connection with payments under or with respect to the Notes then outstanding upon which such Taxes were due and (y) the amount of such withholding tax paid per $1,000 of principal amount of the Notes. Copies of such receipts or other such documentation, as applicable, shall be withheld made available to Holders of the Notes upon request. The Company and the relevant Guarantor, as applicable, shall promptly pay when due, and indemnify the Holder for, any present or deducted. (i) In addition, the Payor will pay any future stamp, issue, registration, court, documentation, excise or other similar court and/or documentary taxes, and/or any other excise taxes, similar charges and duties, including any interest, penalties and any or similar liabilities with respect thereto, levies imposed by any Taxing Jurisdiction at any time in respect of the Tax Jurisdictions on the execution, issuancedelivery, registration or delivery enforcement of any of the Notes, this Indenture, any Note Guarantee, this Indenture Guaranty or any other document or instrument referred to hereunder herein or thereunder therein. The Company and the relevant Guarantor, as applicable, will indemnify and hold harmless each Holder of Notes and, upon written request of any Holder of Notes, reimburse each such taxesHolder, charges for the amount of: (1) any Taxes (other than Taxes excluded under clauses (a) through (h)) levied or duties imposed and paid by such Holder as a Taxing Jurisdiction result of payments made on or with respect to the Notes; provided that reasonable supporting documentation is provided; and (2) any Taxes (other than Taxes excluded under clauses (a) through (h)) levied or imposed with respect to any reimbursement under the foregoing clause (1), 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 (other than Taxes excluded under clauses (a) through (h)) on such reimbursement had not been imposed. Any payments made pursuant to the Notes or preceding sentence will be treated as a result of, or in connection with, the enforcement Additional Amounts for all relevant purposes. The obligations of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under Company and the Guarantor pursuant to this Section 2.13 will 4.22 shall survive any termination, defeasance termination or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers toIndenture, in any context, the payment of principal, premium, if any, interest the Notes and/or resignation or any other amount payable under removal of the Trustee or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofPaying Agent.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) of the Guarantors under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, and without 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 and all present Taxes imposed or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of (i) any jurisdiction in which such Payor the Company or any Guarantor (including any successor entity), is organizedthen incorporated, engaged in business, organized or resident 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 payments are payment is made by or on behalf of such Payor the Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein (each of the foregoing that has the power to tax (eachi) and (ii), a “Taxing Tax Jurisdiction”), unless will at any time be required to be made from any payments under or with respect to the deduction Notes or withholding is required by applicable law any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or by premium, the interpretation Company or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions Guarantor or withholdings of taxes from any payment made under or in respect of the Notesother payor, the Payor as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net 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 withholding (including 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 attributable to Additional Amounts payable hereunder)deduction; provided, shall not be less than the amount the Holder would have received had no such deduction or withholding been required. (c) Howeverhowever, notwithstanding the foregoing, that no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, partnerpartner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial ownerHolder, if the relevant Holder or beneficial owner is an estate, trust, nominee, trustpartnership, partnership limited liability company or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws or national of, incorporated in or carrying on a business, having a permanent establishment the relevant Tax Jurisdiction in which such Taxes are imposed or having a place of business in such jurisdiction), any other present or former connection with the relevant Tax Jurisdiction other than solely by reason the acquisition or holding of such Notes, the Holder exercise or beneficial owner purchasing, holding enforcement of rights under such Note or disposing the Indenture or under a Note Guarantee or the receipt of the Notespayments in respect of such Note or a Note Guarantee; (ii) taxes any Taxes, to the extent such Taxes were imposed on, or deducted or withheld from, payments in respect as a result of the Notes if such payments could 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 made without such imposition, deduction or withholding entitled to Additional Amounts had the Note been presented on the last day of such taxes had such Notes been 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) within 30 days after by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant date Note to another Paying Agent in a member state of the European Union; (except v) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; (vi) any Taxes to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes Taxes are imposed or withheld by reason of the failure by of the Holder or beneficial owner of such Note Notes, following the Company’s reasonable written request addressed to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to make the Holder or beneficial owner, to comply with any declaration certification, identification, information or similar claim or satisfy any other reporting requirement relating to such mattersrequirements, within 30 days after a specific written request therefor from a Payor, which is whether required by lawstatute, treaty, regulation or administrative practice or applicable treaty of a Tax Jurisdiction, as a precondition to exemption from from, or reduction in the rate of deduction or withholding of all of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or part of 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 taxescertification or documentation; (ivvii) withholding tax under Part XIII any Taxes imposed or withheld by reason of the Income Tax Act (Canada) (failure of the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure Notes to properly comply with the Holder’s obligations imposed under Part XVIII requirements of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with 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 materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii)) above. (db) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld In addition to the relevant government authority in accordance with applicable law. The Payors foregoing, the Company and the Guarantors will furnish to also pay and indemnify the TrusteeHolder for any present or future stamp, within 30 days after the date the payment of any taxes is due pursuant to applicable lawissue, certified copies of tax receipts evidencing that such payment has been made registration, value added, transfer, court or other evidence of such payment satisfactory to the Trustee. (e) The Payorsdocumentary Taxes, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under other excise or with respect to the Notesproperty taxes, (y) any liability charges or similar levies (including penalties, interestinterest and any other liabilities related thereto) which are levied by any Tax Jurisdiction on the execution, additions delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to tax and reasonable expenses) arising therefrom therein, or the receipt of any payments with respect thereto, excluding or enforcement of, any such liability which arises as a result of the Holder’s Notes or beneficial owner’s failure any Note Guarantee. (c) If the Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such paymentGuarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee in writing promptly thereafter) an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable, and will . The Officer’s Certificates must also set forth such any other information reasonably necessary to enable the Trustee Paying Agents to pay such Additional Amounts to Holders on the relevant payment date net date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any taxes required to be withheld or deductedsuch Officer’s Certificate. (id) In addition, The Company or the Payor relevant Guarantor will pay any stamp, issue, registration, court, documentation, excise make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant withheld to the Notes relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or a Guarantor, as a result ofthe case may be, or in connection withif, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the enforcement of the Notes, any Note Guarantee and/or any other Trustee) by such document or instrumententity. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (ke) Whenever this in the Indenture refers toor the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, premium, if any, interest or of any other amount payable under under, or with respect to to, any Note of the Notes or any Note Guarantee, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations described under Sections 4.01(c), (d), (e) and (f) of the Indenture will survive any termination, defeasance or discharge of the Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Note Guarantee) and any department or political subdivision or taxing authority or agency thereof or therein having the power to tax.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amountsunder, a “Payor”) under or with respect to to, the Notes or any Note Guarantee will be made free and clear of, and without withholding or deduction or withholding for, for or on account of, any and all present or future incometax, stamp duty, levy, impost, assessment or other governmental charge of a similar nature, including penalties, interest and other taxesliabilities related thereto (collectively, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now ), imposed or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of any jurisdiction in which such Payor the Company is organizedengaged in business, resident or carrying on business for tax purposes or from or through which payments are made by or generally subject to tax on behalf of such Payor a net income basis, or any political subdivision or taxing authority of or in any of the foregoing that has the power to tax (each, a “Taxing Tax Jurisdiction”), unless the deduction or withholding Company is required to withhold or deduct taxes by applicable law or by the official interpretation or administration thereof by the relevant governmental authoritythereof. (b) At If the Company is required to withhold or deduct any time a relevant Taxing Jurisdiction requires deductions amount for, or withholdings of on account of, such taxes from any payment made under or in with respect of to the Notes, the Payor Company will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amounts amount received by each Holder (including Additional Amounts), ) after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall will not be less than the amount the such Holder would have received if such taxes had no such deduction not been required to be withheld or withholding been requireddeducted. (c) However, notwithstanding the foregoing, no The Company’s obligation to pay Additional Amounts will be payable to a Holder of a Note by not apply to: (1) any Payor with respect to: taxes: (i) to the extent that such taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder Notes and the Tax Jurisdiction imposing such taxes, other than solely resulting from the mere acquisition, holding, or beneficial owner, if ownership of the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporationNotes; (ii) and any Taxing Jurisdiction (including, without limitation, by virtue to the extent such taxes would not have been so imposed but for the failure of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Notes to comply with any reasonable request made by the Company in writing to such Holder or beneficial owner purchasingat least 30 days before any withholding or deduction of such taxes would be so required, holding to make a timely and valid declaration or disposing similar claim for exemption from such taxes or to comply with applicable certification, identification, information or other reporting requirements concerning such Holder’s or beneficial owner’s identity, nationality, residence, place of establishment or connection with the Notes; (ii) Tax Jurisdiction imposing such taxes or to make any other declaration or similar claim or otherwise satisfy any information reporting requirements, in each case, which is imposed onby statute, treaty, regulation or administrative practice of such Tax Jurisdiction as a precondition to an applicable exemption from, or deducted or withheld from, payments reduction in respect the rate of the Notes if such payments could have been made without such imposition, deduction or withholding of of, such taxes, but in each case, only to the extent such Holder or beneficial owner is legally entitled to make such declaration or claim or to comply with such requirements; (iii) to the extent such taxes had such Notes been presented were imposed as a result of presentation of a Note for payment (where presentation is required) within by or on behalf of a Holder of Notes that would have been able to avoid such withholding or deduction by presenting such Note to another paying agent; or (iv) to the extent such taxes were imposed as a result of presentation of a Note for payment (where presentation is required) more than 30 days after the relevant date (payment is first made available for payment to the Holder of such Note, except to the extent that the such Holder thereof would have been entitled to such Additional Amounts on presenting a had the Note been presented for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means ; (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi2) any estate, inheritance, gift, sales, excise, usetransfer, personal property, transfer property or similar tax; , assessment or other similar governmental charge; (vii3) with respect to any tax withholding or penalty arising from the Holder’s failure to properly comply deduction that is imposed in connection with the Holder’s obligations imposed under Part XVIII Sections 1471-1474 of the Tax Act or US Internal Revenue Code and the similar provisions of legislation of U.S. Treasury regulations, thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction that has entered into an agreement implementing, or relating to, FATCA or any law, regulation or guidance enacted or issued in any jurisdiction with respect thereto; (4) any taxes payable otherwise than by deduction or withholding from payments under, or with respect to, the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the CodeNotes; or or (viii5) taxes arising from any combination of the items listed in the preceding exceptions (1)-(4). The foregoing clauses (i) through (vii)provisions will survive any termination or discharge of the Indenture and any defeasance of the Notes under Article 4 of the Indenture and Article 9 of this Supplemental Indenture. (d) The Payors will (1) make such withholding or deduction and (2) remit Whenever either in the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Supplemental Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor there is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers tomentioned, in any context, the payment of principal, principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to any Note or any Note GuaranteeNote, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable by the Company in respect thereof.

Additional Amounts. (a) All payments made by the Company on the Notes (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the Company United States, Ireland or any Guarantor political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the 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 (each such person who pays or credits such amountsof clause (1), (2) and (3), a “PayorRelevant Taxing Jurisdiction”) under ), unless the withholding or with respect to the Notes or deduction of Taxes is then required by law. If any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf Taxes of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the power to tax (each, a “Relevant Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At Jurisdiction shall at any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes be required from any payment payments made under or in with respect of to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net amounts received in respect of such payments by each Holder the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), after equal the amounts which would have been received in respect of such deduction or withholding (including payments on the Notes in the absence of such withholding or deduction attributable to Additional Amounts payable hereunder)deduction; provided, shall not be less than the amount the Holder would have received had however, that no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable with respect to: (1) any payments to a Holder or beneficial owner who is liable for such Taxes in respect of a such Note by any Payor with respect to: (i) taxes that would not have been imposed but for reason of the existence of Holder’s or beneficial owner’s having any present or former connection between with the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Relevant Taxing Jurisdiction (includingincluding being a citizen or resident or national of, without limitationor carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by virtue the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except Note to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to comply with any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received reasonable and timely request by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note Payor to provide certification, information, documents or other evidence information concerning the nationality, residence or identity of the such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required or imposed by lawa statute, regulation treaty, regulation, protocol, or administrative practice or applicable treaty of the Relevant Taxing Jurisdiction as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; Taxes; (iv3) withholding tax under Part XIII except in the case of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning winding up of the Tax ActPayor, any Note presented for payment (where presentation is required) with a Payor at in the time Relevant Taxing Jurisdiction (unless by reason of such payment; the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (v4) any Note presented 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 during such 30 day period); (5) any Taxes that are payable otherwise than by withholding tax under Part XIII from a payment of the Tax Act that is imposed as a consequence of a Holder principal of, premium, if any, or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” interest on the Notes; (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi6) any estate, inheritance, gift, salessale, excise, usetransfer, personal property, transfer property or similar tax; (vii) any tax , assessment or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii).governmental charge; (d7) The Payors will (1) make such withholding or deduction a Tax imposed on a payment to an individual and (2) remit the full amount deducted or withheld required to be made pursuant to the relevant government authority Directive or any law implementing or complying with, or introduced in accordance with applicable law. The Payors will furnish order to the Trusteeconform to, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee.Directive; or (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner 8) a Tax imposed in connection with a Note presented for payment by or on behalf of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such a Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant who would have been able to subsection 215(4) avoid such Tax by presenting the Note to another paying agent in a member state of the Tax Act and section 803 European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to Note been the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result Holder of the Holder’s or beneficial owner’s failure to pay amounts on a timely basisNote, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder it would not have been eligible entitled to receive payment of Additional Amounts hereunder by virtue reason of clauses (i1) through to (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”)8) inclusive above. Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such paymentUpon request, the Company will deliver provide the Trustee with documentation satisfactory to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include evidencing the payment of Additional Amounts or indemnification payments as described in this Section 2.13, Amounts. Copies of such documentation will be made available to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofHolders upon request.

Additional Amounts. (a) “All payments made by the Company under or with respect to the Debentures (including, without limitation, any Additional Interest paid by the Company under the Registration Rights Agreement) 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 charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Company Government of Canada or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident province or carrying on business for tax purposes territory thereof or from by any authority or through which payments are made by agency therein or on behalf of such Payor or any political subdivision or authority of the foregoing that has the thereof having power to tax (each, a “Taxing JurisdictionCanadian Taxes”), unless the deduction or withholding Company is required to withhold or deduct Canadian Taxes by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At authority or agency. If the Company is so required to withhold or deduct any time a relevant Taxing Jurisdiction requires deductions amount for or withholdings on account of taxes Canadian Taxes from any payment made under or in with respect of the Notesto any Debentures, the Payor Company will pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amounts amount received by each Holder (including Additional Amounts), of Debentures after such deduction or withholding (including withholding or deduction attributable to (and after deducting any Canadian Taxes on such Additional Amounts payable hereunder), shall Amounts) will not be less than the amount the such Holder would have received if such Canadian Taxes had no not been withheld or deducted and similar payments (the term “Additional Amounts” shall also include any such deduction or similar payments) will also be made by the Company to Holders of Debentures that are not subject to withholding been required. (c) Howeverbut are required to pay tax directly on amounts otherwise subject to withholding; provided, notwithstanding the foregoinghowever, that no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.:

Additional Amounts. (a) All payments made by or on behalf As it applies to the Notes, Section 10.19 of the Company Original Indenture shall be amended by: (i) deleting the word “Brazil” throughout such Section 10.19 and replacing it with the expression “Taxing Jurisdiction” (as defined in Section 1.02 of this Fifth Supplemental Indenture); (ii) adding the phrase, “, levies” after the phrase, “deduction or withholding for any Guarantor present or future taxes” in the first sentence of such Section 10.19; (each such person who pays or credits such amountsiii) deleting the phrase, a “Payor”) under or who, with respect to any such tax, assessment or other governmental charge, is not resident in Brazil” in the Notes or any Note Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf first sentence of such Payor or any political subdivision or authority of the foregoing that has the power to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority.Section 10.19; (biv) At any time a relevant Taxing Jurisdiction requires deductions or withholdings deleting the proviso to the first sentence of taxes from any payment made under or in respect of such Section 10.19 that includes clauses (1)-(7) thereof and ends with the Notesphrase, the Payor will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amounts received by each Holder (including Additional Amounts), after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than the amount the Holder would have received had no such deduction or withholding been required. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that who would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not had it been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner owner, as the case may be, of such Note to provide certificationSecurity” and replacing such proviso with the following: “; provided, informationhowever, documents or other evidence concerning that the nationality, residence or identity of the Holder or beneficial owner or Company shall not be required to make any declaration payment of Additional Amounts that is imposed due to any of the following: (1) such Holder or similar claim the Trustee has a connection with the Taxing Jurisdiction other than merely holding the Notes or satisfy receiving principal or interest payments on the Notes (such as citizenship, nationality, residence, domicile, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the Taxing Jurisdiction); (2) any tax imposed on, or measured by, net income; (3) such Holder or the Trustee fails to comply with any certification, identification or other reporting requirement relating to requirements concerning its nationality, residence, identity or connection with the Taxing Jurisdiction, if (x) such matters, within 30 days after a specific written request therefor from a Payor, which compliance is required by applicable law, regulation or regulation, administrative practice or applicable treaty as a precondition to exemption from all or reduction in a part of the rate of tax, levy, deduction or withholding of other governmental charge, (y) such Holder or the Trustee is able to comply with such requirements without undue hardship and (z) at least 30 calendar days prior to the first payment date with respect to which such requirements under the applicable law, regulation, administrative practice or treaty will apply, the Company has notified all Holders that they will be required to comply with such requirements; (4) such Holder or part of the Trustee fails to present (where presentation is required) its Note within 30 calendar days after the Company has made available to such taxes; (iv) withholding tax Holder or the Trustee a payment under Part XIII of the Income Tax Act (Canada) (Notes and this Indenture, provided that the “Tax Act”) that is imposed as a consequence of Company will pay Additional Amounts which a Holder or beneficial owner of a the Trustee would have been entitled to had the Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of owned by such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at the Trustee been presented on any time, a “specified non-resident shareholder” day (including the last day) within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length such 30 calendar day period; (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi5) any estate, inheritance, gift, salesvalue added, exciseuse or sales taxes or any similar taxes, useassessments or other governmental charges; or (6) such taxes, personal propertylevies, transfer deductions or similar tax; (vii) other governmental charges are imposed on a payment on the Notes to an individual and are required to be made pursuant to any tax or penalty arising from European Union Council Directive implementing the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII conclusions of the Tax Act ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America law implementing or complying with, or introduced in order to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii).conform to, such directive; (d7) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by where such Holder or beneficial owner (includingthe Trustee could have avoided such taxes, levies, deductions or other governmental charges by requesting that a payment on the Notes be made by, or presenting the relevant notes for greater certaintypayment to, taxes imposed and paid pursuant to subsection 215(4) another paying agent of the Tax Act and section 803 Company located in a member state of the Income Tax Regulations European Union; or (Canada) 8) where the Holder or any successor provision) as a result of payments made under the Trustee would have been able to avoid the tax, levy, deduction or with respect other governmental charge by taking reasonable measures available to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause the Trustee .” (xv) or (y) above; provided, however, that adding the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which following new paragraph at the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) end of Section 2.13(c) if the Payor had been required to withhold from such payments 10.19: “The Company shall promptly pay when due any present or to the extent such Holder received Additional Amounts with respect to such payments. (f) In additionfuture stamp, court or documentary taxes or any amounts to be paid other excise or property taxes, charges or similar levies that are imposed by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which arise from any payment under or with respect to the Notes or under any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld document or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise instrument referred herein or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of therein or from the execution, issuancedelivery, enforcement or registration or delivery of the Notes, any each Note Guarantee, this Indenture or any other document or instrument referred to hereunder herein or thereunder therein. The Company shall indemnify and make whole the Holders of the Notes for any such present or future stamp, court or documentary taxes or any other excise or property taxes, charges or duties imposed similar levies payable by a Taxing Jurisdiction on any payments made pursuant to the Notes or Issuer as a result of, or provided in connection with, the enforcement this paragraph paid by such Holder of the Notes, any Note Guarantee and/or any other such document or instrument. (j) . The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premiumCompany shall, if any, interest European Council Directive 2003/48/EC or any other amount payable under Directive implementing the conclusions of the ECOFIN council meeting of November 26-27, 2000 is brought into force, ensure that it maintains a paying agent hereunder in a member state of the European Union that will not be obliged to withhold or with respect deduct tax pursuant to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofDirective.”

Additional Amounts. (a) All Any payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) Corporation under or with respect to the Notes or any Note Guarantee Debentures will be made free and clear of, of and without withholding or deduction or withholding for, for or on account of, of any and all present or future incometax, stamp and duty, levy, impost, assessment or other governmental charge, excluding, in respect of a Holder or Beneficial Holder, branch profits taxes, leviesfranchise taxes and taxes imposed on net income or capital (collectively, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the power to tax (each, a “Taxing Jurisdiction”"Taxes"), unless the deduction Corporation or withholding any other payor is required to withhold or deduct Taxes by applicable law Applicable Law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions Governmental Authority. If the Corporation or withholdings any other payor of taxes any amount under or in respect of the Debentures (including any amount paid in respect or proceeds of disposition of the Debenture to a Debentureholder) is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Debentures in respect of any such payment by the Corporation, the Corporation will make such withholding or deduction and will remit the full amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the Corporation will pay to the Trustee or, in respect of any amount paid by any payor other than the Corporation of any amount under or in respect of the Notes, Debentures (including any amount paid in respect of proceeds of disposition of the Payor Debentures to a Debentureholder) will pay to each Debentureholder such additional amounts (“the "Additional Amounts”") as may be necessary so that the net amounts amount received by each Holder (including Additional Amounts), ) after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall will not be less than the amount the such Holder would have received if such Taxes had no such deduction not been withheld or withholding been required. (c) Howeverdeducted; provided, notwithstanding the foregoinghowever, that no Additional Amounts will be payable with respect to any payment to a Holder (an "Excluded Holder") in respect of a Note by any Payor with Beneficial Holder who is liable for such Taxes in respect toof such Debentures: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the such Holder or beneficial owner purchasing, holding or disposing of Beneficial Holder being a Person with whom the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of Corporation is not dealing at arm's length for the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII purposes of the Income Tax Act (Canada) (the “"Tax Act”") that is imposed as a consequence at the time of a making such payment, (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner Beneficial Holder and the jurisdiction imposing such Tax, other than, in either case, solely by reason of the Holder's activity in connection with purchasing the Debentures, the mere holding, deemed holding, use or ownership of the Debentures, or receiving payments under or enforcing any rights in respect of such Debentures, (iii) by reason of such Holder or Beneficial Holder being a Note not dealing at arm’s length "specified shareholder" of the Corporation (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection Section 18(5) of the Tax Act) at the time of the Company orpayment or deemed payment, at any time, or by reason of such Holder or Beneficial Holder not dealing at arm’s 's length (within for the meaning purposes of the Tax Act) Act with a “"specified shareholder” (within the meaning of subsection 18(5) " of the Tax ActCorporation at the time of payment or deemed payment; (iv) by reason of the Companyfailure of the Holder or Beneficial Holder of a Debenture to comply with certification, information or other reporting requirements if such compliance is required or imposed by a statute, treaty or regulation or administrative practice of the relevant Governmental Authority as a precondition to exemption from or reduction in all or part of such Taxes, deduction or withholding; or (viv) for any estate, inheritance, gift, sales, excise, use, personal property, transfer sales or any similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii)Taxes. (db) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 Within 90 days after the date the payment of any taxes Taxes is due pursuant to applicable lawApplicable Law, certified the Trustee will furnish to the Corporation copies of tax receipts receipts, if any, evidencing that such payment has been made or other evidence of such payment satisfactory to by the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (hc) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee Debentures is due and payable, if a Payor the Corporation to its knowledge will be obligated to pay Additional Amounts with respect to such payment, the Company Corporation will deliver to the Trustee an Officer’s 's Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the date payment date net of any taxes required to be withheld or deductedis due. (id) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time Whenever in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or in any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor Debenture there is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers tomentioned, in any context, the payment of principal, principal (and premium, if any), a purchase price pursuant to an offer to purchase, interest or any other amount payable under or with respect to any Note or any Note GuaranteeDebenture, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) The Corporation will indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each of the Holders for the amount of: (i) any Taxes so levied or imposed and paid by the Holder as a result of payments made under or with respect to the Debentures (including any amount paid by the Corporation in respect of proceeds of disposition of the Debenture to a Holder), and (ii) any Taxes levied or imposed and paid by the Holder with respect to reimbursement under (i) above, but excluding any Taxes on such Holder's net income or capital. (f) If the Corporation pays any indemnity or Additional Amounts under this Section 2.22 to a Holder and the Holder or Beneficial Holder at any time thereafter receives a refund in respect of Taxes or a credit with respect to payment of Taxes, then such Holder or Beneficial Holder shall promptly pay to the Corporation the amount of such refund or credit net of all out-of-pocket expenses reasonably incurred by the Holder or Beneficial Holder to obtain such refund or credit.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note Guarantee will the Securities Guarantees shall be made free and clear of, and without withholding of or deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings governmental charges of whatever nature (hereinafter referred to as “taxesTaxes”) now imposed or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of Canada or, if any Issuer, a Surviving Person or any Guarantor is not a corporation, any jurisdiction in which a member or partner of such Payor Issuer, Surviving Person, or any Guarantor, as applicable (or, if such member or partner is organizednot a corporation, to the extent payments made under the Notes or the Guarantees would be subject to withholding tax in such jurisdiction, the jurisdiction in which an indirect member or partner of such Person) is organized or resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor purposes, or any province, territory or political subdivision thereof, or any authority of the foregoing that has therein or thereof having the power to tax (each, a “Taxing Jurisdiction”), unless the withholding or deduction or withholding of such Taxes is required by applicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Notessuch law. In that event, the Payor Issuers or the applicable Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) Amounts as may be necessary so in order that the net amounts received by each Holder (including Additional Amounts), the Holders of the Notes after such deduction withholding or withholding (deduction, including any withholding or deduction attributable with respect to such Additional Amounts payable hereunder)Amounts, shall not be less than equal the amount the Holder amounts which would have received had no been receivable in respect of the Notes in the absence of such deduction withholding or withholding been required. (c) However, notwithstanding deduction. Notwithstanding the foregoing, no such Additional Amounts will shall be payable to a Holder of a Note by the Issuers or any Payor Guarantor , as the case may be, with respect to: : (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant payments to a Holder or beneficial owner (who is liable for such Taxes imposed or between levied by a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction in respect of such Note (including, without limitation, 1) by virtue reason of the Holder or beneficial owner being a citizen Person with whom the applicable obligor or resident of, formed pursuant to any of its members does not deal at arm’s length for the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) that is imposed as a consequence at the time of a making such payment or (2) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settler, beneficiary, member or shareholder of, or possessor of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of power over, such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and the Taxing Jurisdiction, including, without limitation, the Holder or beneficial owner being or having been a citizen, national, or resident, engaged in a trade or business or physically present in the Taxing Jurisdiction or having or having had a permanent establishment in the Taxing Jurisdiction (excluding, in each case, any connection arising from the mere holding or receiving payments or enforcing any rights in respect of a Note being, at any time, a “specified non-resident shareholder” such note); (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (viii) any estate, inheritance, gift, sales, excisetransfer, use, excise or personal property, transfer property tax or any similar taxTax; | (viiiii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations Tax imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on of a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner of a Note to comply with certification, identification, declaration or similar reporting requirements concerning, without limitation, the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of the Holder or beneficial owner of such Note, if such compliance is required by statute, treaty, regulation or administrative pronouncement as a precondition to relief or exemption from such Tax and if the Issuers or any Guarantor has provided the beneficial owner or its nominee with a written request to provide such declaration or claim at least thirty (30) days’ before such withholding or deduction would be payable; (iv) any Tax which is payable otherwise than by deduction or withholding from payment of, or interest on, such Note or any Guarantee; (v) any withholding or deduction that is imposed or levied on a payment to an individual and is 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 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; (vi) any Tax that is imposed on or with respect to a payment made to a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent; (vii) any Taxes imposed as a result of the presentation of a Note for payment more than thirty (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 thirty (30) day period); (viii) any Taxes imposed by the United States of America, any state thereof, the District of Columbia, any political subdivision thereof or any authority therein or thereof having the power to tax; or (ix) any combination of items (i) – (viii) above; nor will such Additional Amounts be paid with respect to any reimbursement under clause (x) payment on any Note to a Holder or (y) above; providedbeneficial owner who is a fiduciary or partnership or other than the sole beneficial owner of such note to the extent that a beneficiary or settler with respect to such fiduciary, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder a member of such partnership or a beneficial owner thereof would not have been eligible entitled to receive a payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payablehad such beneficiary, and will set forth settler, member or beneficial owner received directly its beneficial or distributive share of such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date net of any taxes required to be withheld or deductedpayment. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All Unless otherwise required by the Netherlands law or Indonesian law, neither the Issuer nor any of the Guarantors will deduct or withhold from payments made by or on behalf of the Company or any Guarantor (each such person who pays or credits such amounts, a “Payor”) under or with respect to the Notes or any Note and the Guarantee will be made free and clear of, and without deduction or withholding for, or on account of, of any and all present or future incometaxes, stamp and other taxesduties, levies, imposts, duties, charges, fees, deductions assessments or withholdings (hereinafter referred to as “taxes”) now governmental charges of whatever nature imposed or hereafter imposed, levied, collected, withheld or assessed levied by or on behalf of any jurisdiction political subdivisions or taxing authorities in which such Payor is organized, resident the Netherlands or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has Indonesia having the power to tax (each, a “Taxing JurisdictionAuthority,” and such taxes, “Taxes”), unless . In the deduction event that either the Issuer or withholding any of the Guarantors is required by applicable law to withhold or by the interpretation or administration thereof by the relevant governmental authority. (b) At deduct on account of any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes Taxes from any payment made under or in with respect to such Notes or the Guarantee, as the case may be, the Issuer or any of the NotesGuarantors, as the Payor case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amounts amount received by each Holder (holder of Notes, including Additional Amounts)those additional amounts, after such deduction or withholding (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than will equal the amount the Holder that such holder of Notes would have received if such Taxes had no such deduction not been required to be withheld or withholding been requireddeducted. The amounts that the Issuer or any of the Guarantors are required to pay to preserve the net amount receivable by the holders of Notes are referred to as “Additional Amounts. (c) However, notwithstanding the foregoing, no ” Additional Amounts will not be payable with respect to a Holder payment made to a holder of a Note by Notes to the extent: (a) that any Payor with respect to: (i) taxes that such Taxes would not have been imposed but for the existence of any present or former connection between the relevant Holder holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of such Note and the relevant Holder Taxing Authority imposing such Taxes, other than merely holding such notes or beneficial ownerthe exercise or enforcement of rights under such Notes, if their Guarantee or the relevant Holder or beneficial owner is an estateIndenture, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of such holder or the Holder or beneficial owner of such Notes being or having been a citizen national, domiciliary or resident of, formed pursuant to the laws of, incorporated of or treated as a resident thereof or being or having been present or engaged in a trade or carrying on a business, business therein or having or having had a permanent establishment or having a place of business in therein; (b) that any such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could Taxes would not have been made without such imposition, deduction or withholding imposed but for the presentation of such taxes had such Notes been presented for payment (or the Guarantees, where presentation is required) within , for payment on a date more than 30 days after the relevant date (on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the Holder beneficiary or holder of Notes thereof would have been entitled to such Additional Amounts on presenting a Note had the Notes been presented for payment on the last day of any date during such 30-day period); for this purpose; (c) of any estate, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereofinheritance, gift sale, transfer, personal property or (b) if the full amount of the monies payable on such date have not been received by the Trustee on other similar tax assessment or prior other governmental charge imposed with respect to such due dateNote; (d) that any tax, the date on which the full amount of such monies having been so received, provided assessment or other governmental charge that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by of such holder or the Holder or beneficial owner of such Note Notes to comply with a request by the Issuer addressed to such holder of Notes to provide certification, information, documents or other evidence information concerning the nationality, residence or identity of the Holder such holder of Notes or such beneficial owner owner, or to make any declaration or other similar claim claim, or satisfy any other information or reporting requirement relating to such mattersrequirement, within 30 days after a specific written request therefor from a Payorwhich, which in either case, is required or imposed by lawa statute, treaty, regulation or administrative practice or applicable treaty of the taxing jurisdiction as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; tax, assessment or other governmental charge; (ive) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii).above; or (df) The Payors with respect to any payment of the principal of, premium, if any, or interest on such Notes or the Guarantee to such holder of Notes (including a fiduciary or partnership) to the extent that the beneficial owner of such Notes would not have been entitled to such Additional Amounts had it been the holder of the Notes. Each of the Issuer and the Guarantors, as applicable, will also: (1) make such withholding withhold or deduction and deduct the Taxes as required; (2) remit the full amount of Taxes deducted or withheld to the relevant government authority Taxing Authority in accordance with all applicable law. The Payors will furnish laws; (3) use its reasonable efforts to obtain from each relevant Taxing Authority imposing such Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (4) upon request, make available to the Trusteeholders of Notes, within 30 60 days after the date the payment of any taxes Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made by the Issuer or any relevant Guarantor or, if, notwithstanding the efforts of the Issuer or Guarantor to obtain such receipts, the same are not obtainable, other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and 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 net of any taxes required to be withheld or deducted. (i) In addition, the Payor Issuer and the Guarantors, as applicable, will pay any stamp, issue, registration, court, documentation, excise documentary or other similar taxes, charges taxes and duties, including any interest, penalties and any similar liabilities Additional Amounts with respect thereto, imposed by payable in the Netherlands or the United States or any Taxing Jurisdiction at any time political subdivision or taxing authority of or in the foregoing in respect of the executioncreation, issuanceissue, registration offering, enforcement, redemption or delivery retirement of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result ofGuarantee. Any reference herein to principal, premium or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 interest will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis be deemed also to refer to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would which may be payable in respect thereofpayable.