Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.

Additional Amounts. (a) If All payments to be made by the CompanyIssuer to the Indenture Trustee, any Subsidiary Guarantor the Noteholders, the Note Owners or any Pledgor (other person in respect of the notes and otherwise under the Indenture are to be made free and clear of, and without deduction or any of their respective successors)withholding for, as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount for or on account of of, any present current or future taxTaxes imposed, dutylevied, levycollected, impost, assessment withheld or other governmental charge assessed by (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of) any taxing authority in Panama (“Relevant Withholding Taxes”) unless such Relevant Withholding Taxes are required by any such taxing authority in Panama to be deducted or withheld. If any such Relevant Withholding Taxes are required to be deducted or withheld, then ICA Panama, subject to the exceptions described below, will be required to pay to the Indenture Trustee (for the benefit of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction applicable recipient(s) of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgorsuch payment) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("“Additional Amounts"”) as may be necessary so that the net recipient(s) of such payments will receive the full amount received by each Holder otherwise payable in respect of such payments had no such Relevant Withholding Taxes (including any Relevant Withholding Taxes payable in respect of such Additional Amounts) after been required to be so deducted or withheld. Notwithstanding the preceding paragraph, no such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable by ICA Panama with respect to payments made any such payment: • in the case of any Relevant Withholding Tax assessed or imposed by any taxing authority in Panama to a Holder (an "Excluded Holder") the extent that such Relevant Withholding Tax would not have been assessed or imposed but for any present or former connection between the applicable recipient of such payment and such jurisdiction other than its participation in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than transactions effected by the mere holding of Securities or Transaction Documents and the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security thereunder; • for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, salepersonal property, transfersales, personal property transfer or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and ; • to the extent that any beneficiary or settlor such Taxes would not have been imposed but for the failure of the applicable recipient of such fiduciarypayment to comply with any certification, identification, information, documentation or other reporting requirement to the extent: (i) such compliance is required by applicable law or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Relevant Withholding Taxes, and (ii) at least 30 days before the first Payment Date with respect to which the Issuer shall apply this clause, the Issuer shall have notified such recipient in writing that such recipient will be required to comply with such requirement; • to the extent of any partner in such Tax imposed by reason of the recipient’s past or present status as a non-United States private foundation or other non-United States tax-exempt organization; • due to any combination of the circumstances described above; nor will any Additional Amounts be paid with respect to any payment to a recipient who is a fiduciary or partnership or other than the sole beneficial owner of such payment (as to the case may be) extent that such payment would be required to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to receive the Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been in the Holder place of such Security recipient. Notwithstanding the foregoing, the limitations on the obligation of ICA Panama to pay Additional Amounts as set forth in the third clause above will not apply if a certification, identification, information, documentation or other reporting requirement described in such clause would be materially more onerous (viin form, in procedure or in the substance of information disclosed) to the applicable recipient than comparable information or other reporting requirements imposed under United States tax law, regulation and administrative practice (such as Internal Revenue Service Forms W 8BEN, W 8IMY, W 8ECI, W 8EXP, 6166 and W 9 or any combination successor form). Upon the written request of the foregoing numbered clauses Indenture Trustee and to the extent available, ICA Panama will provide the Indenture Trustee with documentation reasonably satisfactory to it evidencing the payment of this provisoRelevant Withholding Taxes in respect of which ICA Panama has paid any Additional Amounts. To the extent applicable to a Noteholder or a Note Owner, copies of such documentation will be made available to such Noteholder or Note Owner upon written request therefore to the Indenture Trustee. ICA Panama’s obligation to pay Additional Amounts will survive the sale or other transfer of notes (or beneficial interests therein) by any Noteholder (or Note Owner). The Company, Issuer will not be responsible for the Subsidiary Guarantors or payment of Additional Amounts. ICA Panama will indemnify the Pledgors (or Issuer for any of their respective successors), as applicable, shall make such withholding or deduction and remit Panama tax liability incurred by the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawIssuer.

Additional Amounts. (a) If TRICOM and each Guarantor will indemnify and hold harmless the CompanyDealer Manager in its capacity as dealer manager hereunder and, any Subsidiary Guarantor subject to the following exception, not in its capacity as a holder of Old Notes or any Pledgor (or any of their respective successors)New Notes, as applicable, is required by law (except that TRICOM shall indemnify the Dealer Manager in its capacity as a holder of Old Notes or New Notes, as applicable, to the extent that TRICOM indemnifies all holders of New Notes or Old Notes, as applicable) against any documentary, stamp, registration or other tax, charge, levy or other amounts imposed by the interpretation Dominican Republic, on or administration thereof in connection with the Exchange Offer Transactions or the Exchange Offer Materials. All payments to be made to the Dealer Manager and other soliciting Dealers by the relevant government authority TRICOM or agency to withhold any Guarantor hereunder shall be made without withholding or deduct any amount deduction for or on account of any present or future taxtaxes, duty, levy, impost, assessment duties or other governmental charge (including penalties, interest and other liabilities related thereto) charges whatsoever imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor Dominican Republic or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor political subdivision thereof (or any of their respective successors)taxing authority therein) unless TRICOM or such Guarantor is compelled by law to deduct or withhold such taxes, as applicableduties or charges. In that event, TRICOM or any Guarantor shall pay such additional amounts ("Additional Amounts") as may be necessary so in order that the net amount amounts received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than shall equal the amount the Holder amounts that would have been received if such Taxes no withholding or deduction had not been withheld or deductedmade; provided, howeverPROVIDED HOWEVER, that no Additional Amounts such additional amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder"i) in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamasany tax, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay duty or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to governmental charge that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled imposed but for the existence of any present or former connection between the Dealer Manager and the relevant taxing jurisdiction, other than by entering into or performing this Agreement, and (ii) in respect of any tax, duty or governmental charge that would not have been imposed but for the failure of the Dealer Manager to receive Additional Amounts comply with respect to such payment any certification, identification, documentation or information or other reporting requirement if such beneficiarycompliance is required by law, settlorregulation, partner administrative practice or beneficial owner had been applicable treaty as a precondition to or exemption from or reduction in the Holder rate of deduction or withholding of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawtaxes.

Additional Amounts. (a) If All payments made under or with respect to the Company, any Subsidiary Guarantor Securities and the Note Guarantee shall be made free and clear of and without withholding or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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) (hereinafter "Taxes") imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay government of the United Kingdom or Chile any political subdivision or by any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which we are organized or are otherwise resident for tax purposes or any jurisdiction from or through which payment is made (in each case, other than the United States or any political subdivision or taxing authority thereof) (each a "Relevant Taxing Jurisdiction"), unless the Issuer or the jurisdiction Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or Company is so required to withhold or deduct any amount for or on account of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Securities, any Subsidiary Guarantee Securities or any Mortgaged Vessel, as applicablethe Note Guarantee, the Company, such Subsidiary Guarantor Issuer or such Pledgor (or any of their respective successors), as applicable, the Company shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder the Holders (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder Holders would have received if such Taxes had not been withheld or deducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is subject to such Taxes by reason of its being connected with an estate, nominee, trust or corporation) and the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise Relevant Taxing Jurisdiction (other than by the mere holding receipt of Securities such payment or the receipt ownership or holding outside of payments thereunder (the Relevant Taxing Jurisdiction of such Securities); or under the related Subsidiary Guarantee), (ii) which presents any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; nor shall the Issuer or the Company be required to pay Additional Amounts (1) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Security for payment of principal more than 60 within 30 days after the later of (x) date on which such payment or such Securities became due and payable or the date on which payment first became due and thereof is duly provided for, whichever is later (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment had the Securities been presented on the last day of the applicable 60-such 30 day period), or (iii2) which failed with respect to duly and timely comply with any payment of principal of (or premium, if any, on) or interest on such Securities to any Holder who is a reasonable, timely request of the Company to provide information, documents fiduciary or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile partnership or any political subdivision or authority thereofperson other than the sole beneficial owner of such payment, if and to the extent that due and timely compliance a beneficiary or settlor with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable respect to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor member of such fiduciary, any partner in such a partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive the Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been the actual Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawSecurities.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments made by the interpretation Corporation under or administration thereof by with respect to the relevant government authority Securities will be made free and clear of and without withholding or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Government of Canada or Chile of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), unless the Corporation is required to withhold or deduct Taxes by law or by the jurisdiction interpretation or administration thereof. If the Corporation is so required to withhold or deduct any amount for or on account of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall Corporation will pay such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder (such Holder, an "“Excluded Holder"”) in respect of a beneficial owner (i) with which the Corporation does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, or (ii) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Canada or Chile any province or any territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisothereunder. The Company, the Subsidiary Guarantors or the Pledgors Corporation will also (or any of their respective successors), as applicable, shall i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Corporation will furnish to the Holder of the Securities, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Corporation. The Corporation will indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Securities, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes imposed with respect to any reimbursement under (i) or (ii), but excluding any such Taxes on such Holder’s net income. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Corporation will be obligated to pay Additional Amounts with respect to such payment, the Corporation will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Wherever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to a Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Corporation under this Section 1011 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Securities.

Additional Amounts. (a) If the Company, The Company hereby agrees that any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or amounts to be paid by the interpretation Company with respect to each Security shall be paid without deduction or administration thereof by the relevant government authority or agency to withhold or deduct withholding for any amount for or on account of any and all present or and future taxtaxes, dutylevies, levy, impost, assessment imposts or other governmental charge (including penaltiescharges whatsoever imposed, interest and other liabilities related thereto) imposed assessed, levied or levied collected by or on behalf for the account of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile United Kingdom (or by or for the account of the jurisdiction of incorporation (other than the United States) of a successor corporation to the Company pursuant to Section 8.1, to the extent that such taxes first become applicable as a result of the successor corporation becoming the obligor on the Debt Securities) or any political subdivision or taxing authority thereof or agency therein ("Covered Taxes"). If deduction or thereof having power to tax withholding of any Covered Taxes shall at any time be required by the United Kingdom (or the jurisdiction of incorporation (other than the United States) of a successor corporation to the Company pursuant to Section 8.1) or any successor political subdivision or taxing authority thereof or therein, the Company shall (subject to compliance by the Holder or beneficial owner of the Company, Security with any Subsidiary Guarantor or any Pledgorrelevant administrative requirements) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") in respect of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, as may be necessary so in order that the net amount received by each paid to the Holder (including Additional Amounts) of such Security or the Trustee under this Indenture, as the case may be, after such withholding deduction or deduction will not be less than withholding, shall equal the amount respective amounts of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, as specified in the Security to which such Holder would have received if such Taxes had not been withheld or deductedthe Trustee is entitled; provided, however, that no the Company shall not be required to pay any Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner of: (i) any present or future Covered Taxes which is subject to would not have been so imposed, assessed, levied or collected if the Holder or beneficial owner of such Taxes by reason of its being connected Security did not have some present or former connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities United Kingdom (or the receipt jurisdiction of payments thereunder incorporation of a successor corporation to the Company pursuant to Section 8.1) or any political subdivision thereof (or under of any such jurisdiction of incorporation) other than holding or ownership of a Security, or the related Subsidiary Guarantee)collection of principal and interest, if any, on, or the enforcement of such Security, which connection may include its domicile, residence or physical presence in any such jurisdiction, or its conduct of a business or maintenance of a permanent establishment therein, (ii) any present or future Covered Taxes which presents any would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, such Security for payment of principal was presented more than 60 thirty days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due datewas provided for, the date on whichwhichever is later, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, or (iii) any present or future Covered Taxes which failed would not have been so imposed, assessed, levied or collected but for the failure to duly and timely comply with a reasonableany certification, timely request of the Company to provide information, documents identification or other evidence reporting requirements concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay United Kingdom (or Chile the jurisdiction of incorporation of a successor corporation to the Company pursuant to Section 8.1) or any political subdivision thereof of the Holder or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment Security, if compliance is required by statute or by rules or regulations of any such jurisdiction as a condition to relief or exemption from Covered Taxes. The provisions described in (i) through (iii) above are referred to herein as "Excluded Taxes." The Company or any successor to the Company, as the case may be, shall indemnify and hold harmless each Holder of the Securities and upon written request reimburse each Holder for the amount of (i) would not have been entitled to receive Additional Amounts any Covered Taxes levied or imposed and paid by such Holder of the Securities (other than Excluded Taxes) as a result of payments made with respect to such payment if such beneficiarythe Securities, settlor, partner or beneficial owner had been the Holder of such Security or (viii) any combination liability (including penalties, interest and expenses) arising from or in connection with the levying or imposing of the foregoing numbered clauses any Covered Taxes, and (iii) any Covered Taxes with respect to payment of Additional Amounts or any reimbursement pursuant to this provisosentence. The Company or any successor to the Company, as the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicablecase may be, shall also (1) make such withholding or deduction deduction, and (2) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company or any successor to the Company, as the case may be, shall furnish the Trustee within 30 days after the date the payment of any Covered Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or any successor to the Company, as the case may be, which the Trustee shall forward to the Holders of the Securities. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payments, the Company will deliver to the Trustee an Officer's Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and setting forth such other information as may be necessary to enable the Trustee to pay such Additional Amounts to Holders of the Securities on the payment date. Whenever in this Indenture or any Security there is mentioned, in any context, the payment of the principal, premium, if any, or interest, or sinking fund or analogous payment, if any, in respect of such Security or overdue principal or overdue interest or overdue sinking fund or analogous payment, such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention thereof in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Company (and any successor corporation to the Company pursuant to Section 8.1) under this Section 10.5 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Securities.

Additional Amounts. (a) If All payments made under or with respect to the Company, Notes under the Indenture or pursuant to any Subsidiary Guarantor Note Guarantee must be made free and clear of and without withholding or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 (1) the BahamasUnited States, BoliviaGermany, LiberiaLuxembourg, Paraguaythe United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, Argentina(2) any jurisdiction from or through which payment on the Notes is made, Panamaor 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, Uruguay or Chile any political subdivision or by any governmental authority thereof or agency therein or thereof having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the Issuer or any Guarantor is required to withhold or deduct Taxes by law or by the jurisdiction of incorporation of interpretation or administration thereof by the relevant government authority or agency provided, however, that in determining what withholding is required by law for U.S. federal income and withholding tax purposes, the Issuer and any successor Guarantor shall be entitled to treat any payments on or in respect of the Company, any Subsidiary Guarantor Notes as if the Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. If the Issuer or any Pledgor) (hereinafter "Taxes") Guarantor 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 SecuritiesNotes, any Subsidiary Guarantee the Issuer or any Mortgaged Vesselsuch Guarantor, as applicablethe case may be, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will be required to pay such additional amounts ("amount — “Additional Amounts") ” — as may be necessary so that the net amount received by each Holder (including Additional Amounts) received by each Holder after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable with respect to payments made to a any Holder (an "Excluded Holder") in respect of a or beneficial owner to the extent such Taxes are imposed by reason of (i) which is subject to such Taxes by reason of its being or having been connected with the BahamasRelevant Taxing Jurisdiction or any political subdivision or governmental authority thereof or therein having the power to tax, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding acquisition, ownership, holding, disposition or enforcement of Securities the Notes or the receipt of payments thereunder (thereunder, or under the related Subsidiary Guarantee), (ii) which presents such Holder or beneficial owner not cooperating with the Issuer or the Guarantors in completing any Security procedural formalities that it is legally eligible to complete and are necessary for the Issuer or the Guarantors to pay or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of principal more than 60 days after a Note a complete, correct and executed IRS Form W-8 or W-9 or successor form, as applicable, with all appropriate attachments); provided, however, that for purposes of this obligation to pay Additional Amounts, the later Issuer and any Guarantor shall be entitled, for U.S. federal income and withholding tax purposes, to treat any payments on or in respect of (x) the date on which payment first became due and (y) Notes as if the full amount Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. Further, no Additional Amounts shall be payable has not been received with respect to (i) any Tax imposed by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile United States or any political subdivision or governmental authority thereof, if and to the extent that due and timely compliance with such request would have reduced thereof or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) therein on account interest by reason of any estateHolder or beneficial owner holding or owning, inheritanceactually or constructively, gift, sale, transfer, personal property 10 percent or other similar Tax, more of the total combined voting power of all classes of stock of the Issuer or any B-3 Guarantor entitled to vote or (vii) which any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or beneficial owner being a controlled foreign corporation that is a fiduciary, a partnership or not related person within the beneficial owner meaning of any payment on a Security, if and to Section 864(d)(4) of the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts Code with respect to such payment if such beneficiary, settlor, partner the Issuer or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoGuarantor. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall Issuer will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer will furnish to the Trustee, within 30 days after the date the payment of any Taxes is due under applicable law, certified copies of tax receipts evidencing such payment by the Issuer. Wherever in the Indenture or the Notes there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, (3) interest or (4) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in Luxembourg (or any political subdivision thereof or therein) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of Luxembourg or there is a new issuer organized outside of Luxembourg, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change, or in connection with, the enforcement of the Notes or any such other document or instrument. The foregoing obligations will survive any termination, defeasance or discharge of the Indenture. References in this section (“Additional Amounts”) to the Issuer or Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) If All payments made by the CompanyIssuer under or with respect to the Securities, by the Company under or with respect to the Company Guarantee and by any Subsidiary Guarantor under or with respect to its Subsidiary Guarantee (the Issuer, the Company and any such Subsidiary Guarantor being referred to for purposes of this Section individually as an "OBLIGOR" and collectively as the "OBLIGORS") will be made free and clear of, and without withholding or deduction for or on account of, any present or future Taxes, unless the applicable Obligor or any Pledgor (or any of their respective successors)successor, as applicablethe case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government governmental authority or agency agency. If any Obligor or any successor, as the case may be, is so required to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securities, any Subsidiary the Company Guarantee or any Mortgaged Vessel, as applicable, the CompanySubsidiary Guarantee, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall Obligor will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, PROVIDED that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder (an "Excluded HolderEXCLUDED HOLDER") in respect of a beneficial owner (i) with which the Issuer does not deal at arm's-length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or (ii) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Canada or Chile any province or territory thereof otherwise than by the mere acquisition, holding or disposition of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisothereunder. The Company, the Subsidiary Guarantors or the Pledgors Obligors will also (or any of their respective successors), as applicable, shall A) make such withholding or deduction and (B) remit the full amount deducted or withheld to the relevant government authority as and when required in accordance with applicable law. The Obligors will furnish to the Holders, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment. The Obligors will, jointly and severally, indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (1) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Securities, the Company Guarantee or any Subsidiary Guarantee, (2) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (3) any Taxes imposed with respect to any reimbursement under (1) or (2) so that the net amount received by such Xxxxxx after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required 2.5.1 All payments made by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount for or on account of any obligation of the Issuer under or with respect to the Notes — Series 2016-A, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Government of Canada or Chile any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, “Canadian Taxes”), unless the Issuer is required to withhold or deduct Canadian Taxes by law or by the jurisdiction interpretation or administration thereof by the relevant government authority or agency. If the Issuer is so required to withhold or deduct any amount for or on account of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Canadian Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableNotes — Series 2016-A, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Issuer shall pay as additional interest such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments a payment made to a Holder (an "“Excluded Holder"”) in respect of a beneficial owner (i) with which the Issuer does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of such Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Canada or Chile any province or territory thereof otherwise than by the mere holding of Securities Notes — Series 2016-A or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisothereunder. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, Issuer shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with under applicable law.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor All payments made by Moore or any Pledgor other Guarantor organized in Canada ("Canadian Guarantor") xxxh respect to its Guarantee will be made free and clear of and without withholding or deduction for or on account of any of their respective successors)present or future Taxes, as applicable, unless such Canadian Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency thereof. If Canadian Guarantor is required to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securitiesits Guarantee, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Canadian Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder holder of Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder holder of Notes (an "Excluded Holder") in respect of a beneficial owner (i) with which Canadian Guarantor does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or at the time that any such payment is deemed to be paid or credited or (ii) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Canada or Chile any province or territory thereof otherwise than by the mere acquisition, holding or disposition of Securities the Notes or the receipt of payments thereunder thereunder. Canadian Guarantor will also (or under the related Subsidiary Guarantee), (iii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. Moore will furnish to the Trustee within 30 days after the date of the xxxxent of any Taxes due pursuant to applicable law a certification that such payment has been made. Moore will indemnify and hold harmless each holder of Notes (other thax xx Excluded Holder), and upon written request of any holder of Notes (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Taxes so levied or imposed and paid by such holder as a result of payments made under or with respect to a Canadian Guarantor Guarantee; (ii) any liability (including penalties, interest and expense) arising therefrom or with respect thereto, and (iii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or (ii) so that the net amount received by such holder after such reimbursement will not be less than the net amount the holder would have received if Taxes on such reimbursement had not been imposed.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments by the interpretation or administration thereof Issuer in respect of this Note and the Indenture and by the relevant government authority Guarantor in respect of the Guarantee and the Indenture will be made free and clear of and without deduction or agency to withhold or deduct any amount withholding for or on account of any present or future taxtaxes, dutyduties, levyassessments, impost, assessment fees or other governmental charge charges (including penalties, interest and other liabilities related thereto“Taxes”) imposed or levied by or on behalf of Luxembourg, the BahamasRussian Federation, Boliviaany jurisdiction from or through which a payment is made, Liberiaor any political subdivision or taxing authority thereof or therein (each, Paraguaya “Taxing Jurisdiction”), Argentina, Panama, Uruguay unless such withholding or Chile deduction is required by law. If the Issuer is required to make any withholding or by any authority deduction for or agency therein or thereof having power to tax (or the jurisdiction of incorporation on account of any successor Taxes from any payment made under or with respect to this Note, or if the Guarantor is required to make any withholding or deduction for or on account of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes imposed by a Taxing Jurisdiction from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableGuarantee, the CompanyIssuer (or, such Subsidiary Guarantor or such Pledgor (or any in respect of their respective successors)the Guarantee, the Guarantor) will pay as applicable, shall pay additional interest to the Holder of this Note such additional amounts ("the “Additional Amounts"”) as may be necessary so in order that every net payment made by the net amount received Issuer on this Note or by each Holder (including Additional Amounts) the Guarantor on the Guarantee after such deduction or withholding for or deduction on account of any Taxes will not be less than the amount then due and payable on this Note or the Holder would have received if such Taxes had not been withheld or deducted; providedGuarantee. The foregoing obligation to pay Additional Amounts, however, that no Additional Amounts shall be payable with respect will not apply to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner any (i) which is subject to such Taxes by reason that would not have been imposed but for the existence of its being connected with any present or former connection between the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise Holder of this Note and any Taxing Jurisdiction other than by the mere receipt of such payment or the ownership or holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), this Note; (ii) which presents any Security Taxes that would not have been imposed but for the presentation by the Holder of this Note for payment of principal on a date more than 60 30 days after the later of (x) date on which such payment became due and payable or the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due datethereof is duly provided for, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, whichever occurs later; (iii) which failed Taxes required to duly and timely be deducted or withheld by any Paying Agent from a payment on this Note or the Guarantee, if such payment can be made without deduction or withholding by any other Paying Agent; (iv) Taxes that would not have been imposed but for the failure of the Holder to comply with a reasonable, timely the Issuer’s written request of addressed to the Company Holder at least 60 days prior to the relevant payment to provide informationinformation with respect to any reasonable certification, documents documentation, information or other evidence reporting requirement concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile Taxing Jurisdiction of the Holder of such Note; (v) Taxes imposed on a payment to an individual that are required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusion of the ECOFIN Council meeting of 26-27 November 2000 or any political subdivision law implementing or authority thereofcomplying with, if and or introduced in order to the extent that due and timely compliance with conform to, such request would have reduced Directive; or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (ivvi) on account of any estate, inheritance, gift, sale, transfer, personal property sale or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawexcise tax.

Additional Amounts. (a) If All payments made by the Company, Issuer under or with respect to the Notes (whether or not in the form of Definitive Notes) or by the Company or any Subsidiary Guarantor under or any Pledgor (with respect to the Notes Guarantees will be made free and clear of and without withholding or any of their respective successors)deduction for, as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (of whatever nature imposed or levied, including penalties, interest and other liabilities related theretothereto (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of any jurisdiction in which the BahamasIssuer, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay the Company or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor (including any Successor Issuer, Successor Company or a resulting, surviving or transferee Person to a Subsidiary Guarantor), is then incorporated, carrying on a business (directly or indirectly), resident for tax purposes or generally subject to tax on a net income basis or any Pledgor) political subdivision thereof or therein or any jurisdiction by or through which payment is made (hereinafter "Taxes") each, a “Tax Jurisdiction”), will at any time be required to be made from any payment payments made by the Issuer under or with respect to the Securities, Notes or by the Company or any Subsidiary Guarantee Guarantor under or any Mortgaged Vesselwith respect to the Notes Guarantees, as applicableincluding payments of principal, redemption price, purchase price, interest or premium, the CompanyIssuer, the Company or such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall the case may be) will pay such additional amounts ("Additional Amounts"the “additional amounts”) as may be necessary so in order that the net amount amounts received in respect of such payments by each Holder holder and beneficial owner of the Notes (including Additional Amountsadditional amounts) after such withholding or deduction will not be less than equal the amount the Holder respective amounts which would have been received if in respect of such Taxes had not been withheld payments in the absence of such withholding or deducteddeduction; provided, however, that no Additional Amounts shall additional amounts will not be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay holder or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts Note with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.to:

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments made by the interpretation Issuers under or administration thereof by with respect to the relevant government authority Notes shall be made free and clear of and without withholding or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Government of Canada or Chile of any province or territory thereof or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") ), unless the Issuers are required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuers are so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableNotes, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Issuers shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, PROVIDED that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) with which either Issuer does not deal at arm's length (within the meaning of the INCOME TAX ACT (Canada)) a the time of making such payment or (ii) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Canada or Chile any province or territory thereof otherwise than by the mere holding of Securities Notes or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisothereunder. The Company, the Subsidiary Guarantors or the Pledgors Issuers shall also (or any of their respective successors), as applicable, shall i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuers shall furnish to the Holders of the Notes, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuers. The Issuers shall indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied with respect to any reimbursement under clause (i) or (ii) above. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuers will be obligated to pay Additional Amounts with respect to such payment, the Issuers shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, Change of Control Payment, Offered Price, interest or any other amount payable under or with respect to any Note such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.17 and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuers under this Section 4.17 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments by the interpretation Company in respect of the Notes or administration thereof by the relevant government authority Subsidiary Guarantors in respect of the Note Guarantees shall be made without withholding or agency to withhold or deduct any amount deduction for or on account of any present or future taxtaxes, dutyduties, levyassessments, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature imposed or levied by or on behalf of any jurisdiction in which the BahamasCompany or Subsidiary Guarantors are organized or are resident for tax purposes, Boliviaor any other jurisdiction through which any payments under the Notes are made by or on behalf of the Company or the Subsidiary Guarantors, Liberiaor any political subdivision thereof, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (a “Relevant Jurisdiction”), unless the Company or the jurisdiction of incorporation of any successor Subsidiary Guarantors are required by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Subsidiary Guarantors will make such deduction or withholding, make payment of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect amount so withheld to the Securities, any Subsidiary Guarantee appropriate governmental or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall other authority and pay such additional amounts ("Additional Amounts") as may be necessary so to ensure that the net amount received amounts receivable by each Holder (including Additional Amounts) Holders of Notes after such withholding or deduction will not be less than shall equal the amount the Holder respective amounts of principal and interest which would have received if been receivable in respect of the Notes in the absence of such Taxes had not been withheld withholding or deducted; provideddeduction (“Additional Amounts”). However, however, that no such Additional Amounts shall be payable with respect to payments made payable: • to, or to a third party on behalf of, a Holder (an "Excluded Holder") or beneficial owner who is liable for any present or future taxes, duties, assessments or governmental charges in respect of a Note by reason of the existence of any present or former connection between such Holder or beneficial owner (ior between a fiduciary, settlor, beneficiary, member or shareholder of such holder or beneficial owner, if such Holder or beneficial owner is an estate, a trust, a partnership, a limited liability company or a corporation) which is subject to and the Relevant Jurisdiction, including, without limitation, such Taxes by reason of its Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being connected with the Bahamasor having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, Boliviaor having had, Liberiaa permanent establishment therein, Paraguay, Argentina, Panama, Uruguay or Chile otherwise other than by the mere holding of Securities the Note or enforcement of rights and the receipt of payments thereunder with respect to the Note; • in respect of Notes presented (or under the related Subsidiary Guarantee), (iiif presentation is required) which presents any Security for payment of principal more than 60 30 days after the later of Relevant Date (xas defined below) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts Amounts, on presenting surrender of such Security Note for payment on the last day of such period of 30 days; • in respect of any tax, duty, assessment or other governmental charge imposed on a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid that withholding or deduction by presenting the applicable 60-day periodrelevant Note to another paying agent in a member state of the European Union; • in relation with the application of Luxembourg law of December 23, 2005, as amended from time to time, introducing a 20% withholding tax on certain interest payments made for the immediate benefit of individuals resident in Luxembourg; • in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date of this Indenture (iiior any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) which failed of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code or any fiscal or governmental regulations, rules or practices adopted pursuant to duly and timely such intergovernmental agreement; • to, or to a third party on behalf of, a Holder or beneficial owner who is liable for any present or future taxes, duties, assessments or other governmental charges by reason of such Holder’s or a beneficial owner’s failure to comply with a reasonableany certification, timely request of the Company to provide information, documents identification or other evidence reporting requirement concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereofRelevant 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 the extent that due and timely compliance comply with such request would have reduced certification, identification or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account other requirement; • in respect of any estate, inheritance, gift, salesales, transfer, capital gains, excise or personal property or similar tax, duty, assessment or governmental charge; • in respect of any tax, duty, assessment or other similar Taxgovernmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Note or by direct payment by the Company or the Subsidiary Guarantors in respect of claims made against the Company or the Subsidiary Guarantors; or • in respect of any combination of the above. In addition, (v) which no Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership partnership, a limited liability company or not other than the sole beneficial owner of any that payment on a Security, if and to the extent that any 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 of such with respect to the fiduciary, any partner a member of that partnership, an interest Holder in such partnership a limited liability company or the a beneficial owner of such payment (as the case may be) who would not have been entitled to receive the Additional Amounts with respect to such payment if such had that beneficiary, settlor, partner member or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawHolder.

Additional Amounts. (a) If the Company, any a Guarantor that is a Foreign Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is a Puerto Rican corporation is required by applicable law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount from any payment made under or with respect to its Guarantee 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) (hereinafter “Taxes”) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay government of the jurisdiction of organization or Chile incorporation of such Guarantor or by any political subdivision or any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which such Guarantor is resident for tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor purposes or any Pledgor) jurisdiction from or through which payment under its Guarantee is made (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Companyeach a “Relevant Taxing Jurisdiction”), such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by each Holder the Holders (including Additional Amounts) after such withholding or deduction will shall not be less than the amount the Holder Holders would have received if such Taxes had not been withheld or deducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to payments made to a (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an "Excluded Holder"estate, nominee, trust or corporation) in respect of a beneficial owner and the Relevant Taxing Jurisdiction (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise other than by the mere receipt of such payment or the ownership or holding of Securities the Notes outside of the jurisdiction of organization or incorporation of the receipt Guarantor); or (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; nor shall such Guarantor be required to pay Additional Amounts (1) if the payment could have been made without such deduction or withholding if the beneficiary of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security payment had presented the Notes for payment of principal more than 60 within 30 days after the later of (x) date on which such payment or such Notes became due and payable or the date on which payment first became due and thereof is duly provided for, whichever is later (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment had the Notes been presented on the last day of the applicable 60such 30-day period), or (iii2) which failed with respect to duly and timely comply with any payment of principal of (or premium, if any, on) or interest on such Notes to any Holder who is a reasonable, timely request of the Company to provide information, documents fiduciary or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile partnership or any political subdivision or authority thereofperson other than the sole beneficial owner of such payment, if and to the extent that due and timely compliance a beneficiary or settlor with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable respect to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor member of such fiduciary, any partner in such a partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive the Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been the actual Holder of such Security Notes. Upon request, the Issuer shall provide the Trustee with official receipts or (vi) any combination other documentation satisfactory to the Trustee evidencing the payment of the foregoing numbered clauses Taxes with respect to which Additional Amounts are paid. The obligations described under this Section shall survive any termination, defeasance or discharge of this proviso. The Company, Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Subsidiary Guarantors or the Pledgors (Issuer is organized or any of their respective successors), as applicable, shall make such withholding political subdivision or deduction and remit the full amount deducted taxing authority or withheld to the relevant authority as and when required in accordance with applicable law.agency thereof or therein. ARTICLE TWELVE

Additional Amounts. (a) If the Company, All payments made by any Subsidiary Guarantor Guarantor, if any, under or any Pledgor (with respect to its Subsidiary Guarantee, if any, shall be made free and clear of and without withholding or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamasgovernment of the United Kingdom or any other jurisdiction in which a Subsidiary Guarantor, Boliviaif any, Liberia, Paraguay, Argentina, Panama, Uruguay is incorporated or Chile of any prefecture or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, "Taxes"), unless such Subsidiary Guarantor, if any, is required to withhold or deduct Taxes by law, regulation or governmental policy or by the jurisdiction of incorporation of any successor of the Company, interpretation or administration thereof. If any Subsidiary Guarantor is required to withhold or deduct any Pledgor) (hereinafter "Taxes") amount for or on account of Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the CompanyGuarantee, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will shall not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments a payment made to a Holder and no reimbursement shall be made to a Holder for Taxes paid by such Holder (each such Holder, an "Excluded Holder") in with respect of a beneficial owner to any Tax imposed, levied, payable or due (i1) which is subject to such Taxes by reason of its being connected the Holder's or beneficial owner's present or former connection with the BahamasUnited Kingdom or any other jurisdiction in which a Subsidiary Guarantor is incorporated or any prefecture or territory thereof, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise other than by through the mere receipt or holding of Securities Notes or by reason of the receipt of payments thereunder thereunder; (2) by reason of the failure of the Holder or under beneficial owner of Notes to satisfy any certification, identification, information or other reporting requirements which the related Subsidiary Guarantee)Holder or such beneficial owner is legally required to satisfy, whether imposed by statute, treaty, regulation, administrative practice or otherwise, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes; or (ii3) which presents any Security by reason of the presentation (where presentation is required in order to receive payment) of such notes for payment of principal more than 60 30 days after the later date such payment became due and payable or was duly provided for under the terms of the Notes, whichever is later. The obligation of any Subsidiary Guarantor to pay Additional Amounts or to reimburse a Holder for Taxes paid by such Holder in respect of Taxes shall not apply with respect to: (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any 98 106 estate, inheritance, gift, salesales, transfer, personal property or other similar Tax, Taxes; (vy) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to any Subsidiary Guarantee; or (z) Taxes imposed on or with respect to any payment by any Subsidiary Guarantor to the Holder or beneficial owner if such Holder or beneficial owner is a fiduciary, a fiduciary or partnership or not person other than the sole beneficial owner of any such payment on a Security, if and to the extent that any such Taxes would not have been imposed on a beneficiary or settlor of with respect to such fiduciary, any partner in a member of such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been the Holder of such Security or Note. Such Subsidiary Guarantor shall also (vi1) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction compelled by applicable law and (2) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. Such Subsidiary Guarantor shall, upon written request of a Holder, furnish to each such Holder certified copies of tax receipts evidencing the payment of any Taxes by such Subsidiary Guarantor in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to such Subsidiary Guarantor, within 60 days after the later of the date of receipt of such written request and the date of receipt of such evidence. If notwithstanding such Subsidiary Guarantor's efforts to obtain such receipts, the same are not obtainable, such Subsidiary Guarantor shall promptly provide such Holder with other evidence reasonably satisfactory to such Holder of such payments by such Subsidiary Guarantor. If any Subsidiary Guarantor conducts business in any jurisdiction (the "Taxing Jurisdiction") other than the jurisdiction under which such Subsidiary Guarantor is incorporated, in a manner which causes Holders to be liable for taxes on payments under any Subsidiary Guarantee for which they would not have been so liable but for such conduct of business in the Taxing Jurisdiction, the provision of the Notes described above shall be considered to apply to such Holders as if references in such provision to "Taxes" included taxes imposed by way of deduction or withholding by such Taxing Jurisdiction and references to Excluded Holder shall be deemed to include Holders or beneficial owners having a present or former connection with such Taxing Jurisdiction or any state, prefecture or territory thereof. Such Subsidiary Guarantor shall, upon written request of any Holder (other than an Excluded Holder), reimburse each such Holder for the amount of (1) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes and (2) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (1) and paid by such Holder so that the net amount received by such Holder (net of payments made under or with respect to the Notes) after such reimbursement shall not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to any Subsidiary Guarantee is due and payable, if any Subsidiary Guarantor shall pay Additional Amounts with respect to such payment (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 shall be promptly thereafter), such Subsidiary Guarantor shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts shall be payable and the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal, interest, if any, or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) If the CompanyAll payments of principal, any Subsidiary Guarantor or any Pledgor (or any premium, if any, and interest in respect of their respective successors), as applicable, is required by law or this Bond by the interpretation Republic shall be made free and clear of, and without withholding or administration thereof by the relevant government authority or agency to withhold or deduct any amount deduction for or on account of of, any present or future taxtaxes, dutyduties, levyassessments or governmental charges of whatever nature imposed, impostlevied, assessment collected, withheld or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied assessed by or on behalf of within the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Republic or Chile or by any authority or agency therein or thereof having power to tax (together “Taxes”), unless such withholding or deduction is required by law. In such event, the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect Republic shall pay to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any registered Holders of their respective successors), as applicable, shall pay this Bond such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount will result in receipt by such Holders of such amounts of principal, premium and interest as would have been received by each Holder (including Additional Amounts) after them had no such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deductedrequired; provided, however, except that no such Additional Amounts shall be payable with respect to payments made any Bond (i) to a Holder (an "Excluded Holder") or a beneficial owner of a Bond where such Holder or beneficial owner or Person is liable for such Taxes in respect of a beneficial owner (i) which is subject to such Taxes this Bond by reason of its being connected his having some connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise Republic other than by the mere holding of Securities such Bond or the receipt of payments thereunder (principal, premium or under interest in respect thereof or the related Subsidiary Guarantee), enforcement of rights with respect to the Bond; (ii) which presents to a Holder or beneficial owner of a Bond, that failed to comply with any Security certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Republic of such Holder 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 (A) the Republic or the Republic’s agent has notified the Holders of such certification, identification or other reporting requirement at least 15 days before the applicable payment date and (B) in no event shall such Holder’s or beneficial owner’s 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 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 (iii) presented for payment of principal more than 60 30 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due dateRelevant Date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trusteeas defined herein, except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting such Security the same for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request such period of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law30 days.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or Any payments made by the interpretation Guarantor under or administration thereof by with respect to the relevant government authority Securities pursuant to the Security Guarantee will be made free and clear of and without withholding or agency to withhold or deduct any amount 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 BahamasGovernment of the Republic of Argentina or of any subdivision, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay province or Chile territory thereof or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") ), unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableSecurity Guarantee, the CompanyGuarantor will, on or prior to the due date for the payment thereof, pay any such Subsidiary Guarantor or such Pledgor (or any of their respective successors)Taxes to the appropriate governmental authority, as applicable, shall and will pay such additional amounts ("Additional Amounts") as may be necessary necessary, so that the net amount received by each Holder of Securities (including Additional Amounts) after such withholding or deduction will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder (an "Excluded Holder") (i) who is liable for taxes or duties in respect of a beneficial owner (i) which is subject to such Taxes Security by reason of its being connected having some connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise Argentina other than by the mere holding of Securities such Security or the receipt of payments thereunder (principal or under the related Subsidiary Guarantee), interest in respect thereof; (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account in respect of any estate, inheritance, gift, salesales, transfer, transfer or personal property tax or any similar tax, assessment or governmental charge; or (iii) in respect of any tax, assessment or other similar Taxgovernmental charge which would not have been imposed but for any failure to comply with certification, (v) which is a fiduciaryinformation or other report requirements concerning the nationality, a partnership residence or not identity of the beneficial owner of any payment on a Security, if and to the extent that any beneficiary Holder or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such Security, if such compliance is required by statute or by regulation of Argentina or of any political subdivision or taxing authority thereof or therein as a precondition to relief or 59 52 exemption from such tax, assessment or other governmental charge. The Guarantor will, upon written request of any Holder (other than an Excluded Holder), reimburse such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Securities and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), but excluding any such Taxes on such Holder's net income so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment (as under or with respect to the case may be) would not have been entitled Securities is due and payable, if the Guarantor will be obligated to receive pay Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Companypayment, the Subsidiary Guarantors Guarantor will deliver to the relevant Trustee and Paying Agents an Officers' Certificate stating the amount of Taxes required to be deducted or withheld and certifying that the Pledgors (or any of their respective successors), as applicable, Guarantor shall make such deduction or withholding and pay such Taxes and stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. The Trustee and each Paying Agent shall be fully protected in relying upon any Officers' Certificates furnished pursuant to this paragraph or deduction and remit upon the full failure of the Guarantor to furnish any such Officers' Certificate. Whenever either in this Indenture or in the Securities there is mentioned, in any context, the payment of principal (or premium, if any), Redemption Price, interest or any other amount deducted payable under or withheld with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the relevant authority as and when required extent that, in accordance with applicable lawsuch context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) If the Company, any a Guarantor that is a Foreign Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by applicable law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount from any payment made under or with respect to its Guarantee 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) (hereinafter “Taxes”) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay government of the jurisdiction of organization or Chile incorporation of such Guarantor or by any political subdivision or any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which such Guarantor is resident for tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor purposes or any Pledgor) jurisdiction from or through which payment under its Guarantee is made (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Companyeach a “Relevant Taxing Jurisdiction”), such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by each Holder the Holders (including Additional Amounts) after such withholding or deduction will shall not be less than the amount the Holder Holders would have received if such Taxes had not been withheld or deducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to payments made to a (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an "Excluded Holder"estate, nominee, trust or corporation) in respect of a beneficial owner and the Relevant Taxing Jurisdiction (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise other than by the mere receipt of such payment or the ownership or holding of Securities the Notes outside of the jurisdiction of organization or incorporation of the receipt Guarantor); or (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; nor shall such Guarantor be required to pay Additional Amounts (1) if the payment could have been made without such deduction or withholding if the beneficiary of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security payment had presented the Notes for payment of principal more than 60 within 30 days after the later of (x) date on which such payment or such Notes became due and payable or the date on which payment first became due and thereof is duly provided for, whichever is later (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment had the Notes been presented on the last day of the applicable 60such 30-day period), or (iii2) which failed with respect to duly and timely comply with any payment of principal of (or premium, if any, on) or interest on such Notes to any Holder who is a reasonable, timely request of the Company to provide information, documents fiduciary or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile partnership or any political subdivision or authority thereofperson other than the sole beneficial owner of such payment, if and to the extent that due and timely compliance a beneficiary or settlor with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable respect to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor member of such fiduciary, any partner in such a partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive the Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been the actual Holder of such Security Notes. Upon request, the Issuers shall provide the Trustee with official receipts or (vi) any combination other documentation satisfactory to the Trustee evidencing the payment of the foregoing numbered clauses Taxes with respect to which Additional Amounts are paid. The obligations described under this Section shall survive any termination, defeasance or discharge of this proviso. The Company, Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Subsidiary Guarantors or the Pledgors (Issuers are organized or any of their respective successors), as applicable, shall make such withholding political subdivision or deduction and remit the full amount deducted taxing authority or withheld to the relevant authority as and when required in accordance with applicable law.agency thereof or therein. ARTICLE TWELVE

Additional Amounts. (a) If All payments made by the CompanyIssuer or the Note Guarantors under or with respect to the Notes or with respect to any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Issuer (including any surviving corporation) is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein, (ii) any jurisdiction in which the Parent Guarantor is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein, (iii) any jurisdiction in which any Subsidiary Guarantor is then incorporated, organized or resident for tax purposes or any Pledgor political subdivision thereof or therein or (iv) any jurisdiction of any Paying Agent or any political subdivision thereof or therein (each of their respective successors(i), as applicable(ii), (iii) and (iv), a “Tax Jurisdiction”), unless the withholding or deduction of such taxes is then required by law or by the interpretation or administration thereof by the relevant government authority thereof. If any deduction or agency to withhold or deduct any amount for withholding for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) taxes imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power Tax Jurisdiction shall at any time be required to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") be made from any payment payments made under or with respect to the SecuritiesNotes or with respect to any Note Guarantee, any Subsidiary Guarantee including, without limitation, payments of principal, redemption price, purchase price, interest or any Mortgaged Vessel, as applicablepremium, the Company, such Subsidiary Guarantor Issuer or such Pledgor (or any of their respective successors)the relevant Note Guarantor, as applicable, shall pay such additional amounts ("the “Additional Amounts"”) as may be necessary so in order that the net amount amounts received in respect of such payments by each Holder (including Additional Amounts) after such withholding, deduction or imposition shall equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducteddeduction; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.to:

Additional Amounts. (a) If the Company, any Subsidiary Guarantor All payments made by Xxxxx or any Pledgor other Guarantor organized in Canada ("Canadian Guarantor") with respect to its Guarantee will be made free and clear of and without withholding or deduction for or on account of any of their respective successors)present or future Taxes, as applicable, unless such Canadian Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency thereof. If Canadian Guarantor is required to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securitiesits Guarantee, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Canadian Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder holder of Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder holder of Notes (an "Excluded Holder") in respect of a beneficial owner (i) with which Canadian Guarantor does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or at the time that any such payment is deemed to be paid or credited or (ii) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Canada or Chile any province or territory thereof otherwise than by the mere acquisition, holding or disposition of Securities the Notes or the receipt of payments thereunder thereunder. Canadian Guarantor will also (or under the related Subsidiary Guarantee), (iii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.. Xxxxx will furnish to the Trustee within 30 days after the date of the payment of any Taxes due pursuant to applicable law a certification that such payment has been made. Xxxxx will indemnify and hold harmless each holder of Notes (other than an Excluded Holder), and upon written request of any holder of Notes (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Taxes so levied or imposed and paid by such holder as a result of payments made under or with respect to a Canadian Guarantor Guarantee; (ii) any liability (including penalties, interest and expense) arising therefrom or with respect thereto, and (iii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or (ii) so that the net amount received by such holder after such reimbursement will not be less than the net amount the holder would have received if Taxes on such reimbursement had not been imposed. ARTICLE FIVE

Additional Amounts. (a) If At least 10 days prior to the Companyfirst date on which payment of principal, premium, if any, or interest on the Notes is to be made, and at least 10 days prior to any Subsidiary Guarantor or subsequent such date if there has been any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or change with respect to the Securitiesmatters set forth in the Officers' Certificate described in Section 4.20 of the Indenture, any the Issuer will furnish the Book-Entry Depositary with an Officers' Certificate specifying whether such payment of principal, premium, if any, or interest on the Notes and under the Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such made without withholding or deduction will for, or on account of, any Taxes and the amount, if any, required to be withheld on such payments and the amount, if any, of additional amounts payable, net of amounts to which the Depositary or owner of Book-Entry Interests is not be less than entitled. The Book-Entry Depositary shall have no responsibility for determining whether the amount Depositary or any owner of a Book-Entry Interest is entitled to the Holder would have received if such Taxes had not been withheld or deducted; providedpayment of Additional Amounts, however, that no Additional Amounts but shall be payable with respect entitled to payments made rely conclusively for this purpose on the Officers' Certificate or on certifications from the Depositary. The Issuer shall, prior to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due the Book-Entry Depositary is required to make such payment, pay to the Book-Entry Depositary amounts equal to any Additional Amounts payable on such date by the Book-Entry Depositary under this Agreement. The Issuer shall indemnify the Book-Entry Depositary for, and (y) if hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by it in reliance on any Officers' Certificate furnished to them pursuant to this Section 2.15 or failure to furnish any such Officers' Certificate. Notwithstanding anything to the full amount payable has not been contrary provided above, the Book-Entry Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it from the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership Issuer or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawGuarantor for that purpose.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments made by the interpretation Issuer, under or administration thereof with respect to this Note, and by the relevant government authority Guarantor under or agency with respect to withhold the Parent Guarantee, shall be made free and clear of and without withholding or deduct any amount 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 Bahamasgovernment of Luxembourg, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay The Netherlands or Chile Poland or by any political subdivision or taxing authority or agency thereof or therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") unless the Issuer or the Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to this Note or the SecuritiesParent Guarantee, any Subsidiary Guarantee or any Mortgaged Vessel, as applicablerespectively, the Company, such Subsidiary Issuer or the Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the such Holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to payments made to a (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an "Excluded Holder"estate, nominee, trust or corporation) in respect and Luxembourg, The Netherlands or Poland or any political subdivision or taxing authority or agency thereof or therein (other than the mere receipt of a beneficial owner such payment or the ownership or holding outside of Luxembourg, The Netherlands or Poland of such Note); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest on such Note; nor will Additional Amounts be paid (i) which is subject to if the payment could have been made without such Taxes by reason deduction or withholding if the beneficiary of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by payment had presented the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security Note for payment of principal more than 60 within 30 days after the later of (x) date on which such payment or such Note became due and payable or the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due datethereof is duly provided for, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trusteewhichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment had the Note been presented on the last day of the applicable 60such 30-day period, or (iiiii) which failed with respect to duly and timely comply with any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a reasonable, timely request of the Company to provide information, documents fiduciary or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile partnership or any political subdivision or authority thereofPerson other than the sole beneficial owner of such payment, if and to the extent that due and timely compliance a beneficiary or settlor with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable respect to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor member of such fiduciary, any partner in such a partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive the Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been the actual Holder of such Security Note or (viiii) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such where a holder would have been able to avoid withholding or deduction by presenting such Note to another Paying Agent for payment. The foregoing provisions shall survive any termination or discharge of the Indenture and remit the full amount deducted or withheld shall apply mutatis mutandis to any jurisdiction in which any successor Person to the relevant Issuer or the Guarantor is organized or any political subdivision or taxing authority as and when required in accordance with applicable lawor agency thereof or therein.

Additional Amounts. (a) If The Issuer, which shall include any Successor Company (as such term is defined in Section 5.01(a)(i) of the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successorsIndenture), shall make all its payments under or with respect to the Securities and each Note Guarantor, which shall include any Successor Guarantor (as applicablesuch term is defined in the Indenture), is required by law shall make all payments under or by with respect to the interpretation Note Guarantees free and clear of and without withholding or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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) (hereinafter "Taxes") imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay government of the Cayman Islands or Chile any political subdivision or by any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which it is organized or is otherwise resident for tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor purposes or any Pledgor) jurisdiction from or through which payment is made (hereinafter each a "TaxesRelevant Taxing Jurisdiction") ), unless the Issuer or any Note Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or any Note Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Securities, any Subsidiary Guarantee Notes or any Mortgaged Vessel, as applicablethe Note Guarantees, the Company, such Subsidiary Issuer or the applicable Note Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will shall not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect not apply to payments made to a (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an "Excluded Holder"estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding outside of the Cayman Islands of such Securities but including, without limitation, such relevant Holder (or such fiduciary, settlor, beneficiary, member or shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in respect of a beneficial owner trade or business therein or having or having had a permanent establishment therein); or (i2) which any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (3) any tax, assessment or other governmental charge that is subject to such Taxes imposed or withheld by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than failure by the mere holding of Securities Holder or the receipt beneficial owner of payments thereunder (the Securities to comply with a request of the Issuer or under any Note Guarantor, as the related Subsidiary Guarantee)case may be, (ii) which presents any Security for payment of principal more than 60 days after addressed to the later of Holder (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residenceresidence or identity of the Holder or such beneficial owner or (y) to make and deliver any declaration or other similar claim (other than a claim for refund of a tax, entitlement assessment or other governmental charge withheld by the Issuer) or satisfy any information or reporting requirements, which, in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to treaty benefitsexemption from all or part of such tax, identity assessment or connection with other governmental charge or (4) any tax, assessment or other governmental charge that is payable otherwise than by withholding from payment of principal of, premium, if any, or interest on such Securities; nor shall the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile Issuer or any political subdivision Note Guarantor, as applicable, be required to pay Additional Amounts (a) if the payment could have been made without such deduction or authority thereofwithholding if the beneficiary of the payment had presented the Securities for payment within 30 days after the date on which such payment or such Securities became due and payable or the date on which payment thereof is duly provided for, if and whichever is later (except to the extent that due and timely compliance with such request the holder would have reduced or eliminated any Taxes as been entitled to which Additional Amounts would have otherwise had the Securities been payable to presented on the last day of such Holder but for this clause (iii30-day period), (ivb) if, at the election of the relevant Holder, the payment of principal of (or premium, if any, on) or interest on account such Securities could have been made through another paying agent without such deduction or withholding, or (c) with respect to any payment of principal of (or premium, if any, on) or interest on such Securities to any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which Holder who is a fiduciary, partnership or limited liability company that is treated as a partnership for U.S. federal income tax purposes or not any person other than the sole beneficial owner of any payment on a Securitysuch payment, if and to the extent that any a beneficiary or settlor of with respect to such fiduciary, any partner in a member of such partnership or limited liability company that is treated as a partnership for U.S. federal income tax purposes or the beneficial owner of such payment (as the case may be) would not have been entitled to receive the Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been the Holder actual holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawSecurities.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments made by the interpretation Company under or administration thereof by with respect to the relevant government authority Notes will be made free and clear of and without withholding or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Government of Canada or Chile of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), unless the Company is required to withhold or deduct Taxes by law or by the jurisdiction interpretation or administration thereof. If the Company is required to withhold or deduct any amount for or on account of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableNotes, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall Company will pay such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by each Holder or owner of a beneficial interest in a Global Note (including Additional Amounts) after such withholding or deduction will not be less than the amount the such Holder or owner of a beneficial interest in a Global Note would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder (an "Excluded Holder") in respect or owner of a beneficial owner interest in a Global Note (an “Excluded Holder”) (i) with which the Company does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, or (ii) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Canada or Chile any province or territory thereof otherwise than solely by reason of the Holder's activity in connection with purchasing the Notes, by the mere holding of Securities Notes or by reason of the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisothereunder. The Company, the Subsidiary Guarantors or the Pledgors Company will also (or any of their respective successors), as applicable, shall a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will furnish the Holders of the Notes, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company. The Company will upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder or owner of a beneficial interest in a Global Note, for the amount of (x) any Taxes so levied or imposed and paid by such Holder or owner of a beneficial interest in a Global Note as a result of payments made under or with respect to the Notes, and (y) any Taxes so levied or imposed with respect to any reimbursement under the foregoing Clause (x) but excluding any such Taxes on such Hxxxxx's net income so that the net amount received by such Holder (net of payments made under or with respect to the Notes) after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture or any Note there is mentioned, in any context, the payment of principal of, premium, if any, Redemption Price, Purchase Price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Company under this Section 1008 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Additional Amounts. Unless otherwise specified in any Board Resolution establishing the terms of Securities of a series in accordance with Section 2.08, if any deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or the Guarantor (aas applicable) If the Company, any Subsidiary Guarantor or any Pledgor political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of their respective successors)any amounts to be paid by the Issuer or the Guarantor under the series of Securities, the Issuer or the Guarantor, as applicable, is required by law or will (subject to compliance by the interpretation Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders after such deduction or administration thereof by withholding, shall be not less than the relevant government authority amounts specified in the Securities to which such Holders are entitled had no such withholding or agency deduction been required; provided, however, that neither the Issuer nor the Guarantor shall be required to withhold or deduct make any amount payment of additional amounts for or on account of of: (i) any present or future tax, duty, levy, impost, assessment impost or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will which would not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so receivedimposed, notice to that effect shall have been given to assessed, levied or collected but for the Holders by the Trustee, except to the extent fact that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day periodrelevant Security (or a fiduciary, (iiisettlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) which failed to duly and timely comply with is or has been a reasonabledomiciliary, timely request of national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereofthereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, or the collection of principal, premium or interest, if and to any, on, or the extent that due and timely compliance with such request enforcement of, the Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have reduced been so imposed, assessed, levied or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder collected but for this clause the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later, (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other similar Taxgovernmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (vii) any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA, (viii) any present or future tax, levy, impost or other governmental charge which is imposed or withheld because the Holder of the Security is (1) considered a 10% shareholder (within the meaning of Sections 871(h)(3) or 881(c)(3) of the Code) of the issuer of the Security or (2) a controlled foreign corporation related (within the meaning of Section 864(d)(4) of the Code) to the issuer of the Security, (ix) any present or future tax, levy, impost or other governmental charge which is imposed because the Holder (1) is a bank purchasing the Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying the Security for investment purposes only nor (B) buying the Security for resale to a third party that either is not a bank or will hold the Security for investment purposes only, (x) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, a partnership or not a person other than the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the sole beneficial owner of such payment (as or Security to the case may be) extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to receive Additional Amounts the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or (xi) any combination of items (i) through (x) above, and nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. At least 5 Business Days prior to each date on which any payment under or with respect to the Securities of any series is due and payable (unless such obligation to pay additional amounts arises after the 5th Business Day prior to the date on which payment under or with respect to the Securities of such series is due and payable, in which case it will be promptly thereafter), if the Issuer or the Guarantor will be obligated to pay additional amounts with respect to such payment if payment, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee an Officers’ Certificate stating that such beneficiary, settlor, partner or beneficial owner had been additional amounts will be payable and the Holder amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such additional amounts to the Holders of the Securities of such Security or (vi) any combination of series on the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawpayment date.

Additional Amounts. (a) If Except to the Companyextent required by any applicable law, regulation or governmental policy, any Subsidiary Guarantor and all payments of, or in respect of, any Pledgor (or any Secured Note shall be made free and clear of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount and without deduction for or on account of any and all present or future taxtaxes, dutylevies, levyimposts, impostdeduction, assessment charges or other governmental charge (including penalties, interest withholdings and other all liabilities related thereto) with respect thereto imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay The Bahamas or Chile any other jurisdiction with which the Company or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor has some connection (including any jurisdiction (other than the United States of America) from or through which payments under the Issuer Loans, the Secured Notes, the Guarantee or the Subsidiary Guarantees (if any) are made) or any Pledgor) political subdivision of or any taxing authority in any such jurisdiction (hereinafter "Panamanian Taxes," ") from any payment made under Bahamian Taxes," or with respect to "Other Taxes," respectively). If the SecuritiesIssuer, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, or Other Taxes from or in respect of any sum payable under an Issuer Loan Agreement, the Secured Notes, the Guarantee or any Mortgaged Vessela Subsidiary Guarantee, the sum payable by the Issuer, the Company or such Subsidiary Guarantor, as applicablethe case may be, thereunder shall be increased by the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts amount ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount making all required withholdings and deductions, the Holder or beneficial owner of a Secured Note shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings and deductions been withheld made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made Other Taxes to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or resulting from the beneficial owner of such payment Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, such Issuer Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, such Issuer Loans, the Guarantee or any applicable Subsidiary Guarantee, or (as the case may beii) that would not have been entitled to receive Additional Amounts with respect to imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment if such beneficiarybecame due and payable or was duly provided for, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisowhichever occurs later. The CompanyIssuer, the Subsidiary Guarantors Company or the Pledgors (or any of their respective successors)Subsidiary Guarantors, as applicable, shall will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law, and, in any such case, the Issuer will furnish to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer, the Company or the Subsidiary Guarantors, as applicable. The Issuer will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes or Other Taxes so levied or imposed and paid by such holder as a result of payments under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, such Issuer Loans, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Issuer, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Issuer, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. If any Holder or beneficial owner of any Secured Note receives a refund of the Panamanian Taxes, Bahamian Taxes or Other Taxes after the Issuer, the Company or any Subsidiary Guarantor, as applicable, has paid any Additional Amounts, such Holder or beneficial owner shall reimburse the Issuer, the Company or any Subsidiary Guarantor, as applicable, for any amount of such refund. In addition, the Issuer, the Company or the Subsidiary Guarantors will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, in respect of the creation, issue and offering of the Secured Notes payable in the United States, Panama, The Bahamas or any political subdivision thereof or taxing authority of or in the foregoing. The Issuer, the Company and the Subsidiary Guarantors, as applicable, will also pay and indemnify the Trustee and the Holders of the Secured Notes from and against all court fees and taxes or other taxes and duties, including interest and penalties, paid by any of them in any jurisdiction in connection with any action permitted to be taken by the Holders or the Trustee to create Liens on the Collateral or to enforce the Obligations of the Company or the Subsidiary Guarantors under the Secured Notes, the Indenture, the Guarantee, the Subsidiary Guarantees, the Issuer Loans or the Security Agreements. Whenever there is mentioned, in any context, the payment of principal, premium or interest in respect of any Secured Note or the net proceeds received on the sale or exchange of any Secured Note, such mention shall be deemed to include the payment of Additional Amounts of Special Interest provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the Indenture. 4.

Additional Amounts. (a) If the CompanyAll payments and deliveries made by, any Subsidiary Guarantor or on behalf of, Sea or any Pledgor successor to Sea under or with respect to the Notes, including, but not limited to, payments of principal (or any of their respective successorsincluding, if applicable, the redemption price and the fundamental change repurchase price), as payments of interest and payments of cash and/or deliveries of ADSs (together with payments of cash for any fractional ADS, if applicable) upon conversion, will be made without withholding or deduction, unless such withholding or deduction is required by law or by regulation or governmental policy having the interpretation force of law. In the event that any such withholding or administration thereof deduction is so required by certain jurisdictions, Sea will pay such additional amounts as may be necessary to ensure that the net amount received by the relevant government authority holders of the Notes after such withholding or agency deduction (and after deducting any taxes on the additional amounts) will equal the amounts that would have been received by such holders had no such withholding or deduction been required, subject to withhold certain exceptions set forth under “Description of the Notes—Additional Amounts” in the Convertible Notes Preliminary Prospectus Supplement. Adjustment to ADSs Delivered upon Conversion upon a Make-Whole Fundamental Change or deduct Sea’s Election to Redeem the Notes: The following table sets forth the number of additional ADSs to be received per US$1,000 principal amount of the Notes that are converted in connection with (i) a “make-whole fundamental change” as described in the Convertible Notes Preliminary Prospectus Supplement, based on the ADS price and effective date of the make-whole fundamental change or (ii) Sea’s calling the Notes for an optional redemption, a cleanup redemption or a tax redemption, determined as if the holder had elected to convert its Notes in connection with a “make-whole fundamental change,” the applicable redemption reference date were the “effective date” and the applicable redemption reference price were the “ADS price”, as described in the Convertible Notes Preliminary Prospectus Supplement: ADS price Effective date US$318 US$350 US$400 US$477 US$500 US$600 US$700 US$800 US$1,000 US$1,250 US$1,500 US$2,000 September 14, 2021.. 1.0482 0.8725 0.6661 0.4539 0.4073 0.2610 0.1730 0.1175 0.0568 0.0236 0.0094 0.0004 September 15, 2022.. 1.0482 0.8514 0.6367 0.4196 0.3726 0.2282 0.1445 0.0937 0.0410 0.0147 0.0047 0.0000 September 15, 2023.. 1.0482 0.8257 0.6001 0.3771 0.3300 0.1891 0.1117 0.0674 0.0253 0.0070 0.0013 0.0000 September 15, 2024.. 1.0482 0.7980 0.5555 0.3232 0.2759 0.1411 0.0740 0.0395 0.0112 0.0017 0.0000 0.0000 September 15, 2025.. 1.0482 0.7643 0.4909 0.2418 0.1950 0.0764 0.0304 0.0122 0.0015 0.0000 0.0000 0.0000 September 15, 2026.. 1.0482 0.7607 0.4036 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact ADS prices and effective dates may not be set forth in the table above, in which case: • If the ADS price is between two ADS prices in the table or the effective date is between two effective dates in the table, the number of additional ADSs will be determined by a straight-line interpolation between the number of additional ADSs set forth for the higher and lower ADS prices and the earlier and later effective dates, as applicable, based on a 365-day year. • If the ADS price is greater than US$2,000 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above as set forth in the Convertible Notes Preliminary Prospectus Supplement), no additional ADSs will be added to the conversion rate. • If the ADS price is less than US$318 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above as set forth in the Convertible Notes Preliminary Prospectus Supplement), no additional ADSs will be added to the conversion rate. Notwithstanding the foregoing, in no event will the conversion rate per US$1,000 principal amount of the Notes exceed 3.1446 ADSs, subject to adjustment in the same manner as the conversion rate as set forth under “Description of the Notes—Conversion Rights—Conversion Rate Adjustments” in the Convertible Notes Preliminary Prospectus Supplement. The Issuer has filed a registration statement (including the Preliminary Prospectus Supplements each dated September 8, 2021 and the accompanying prospectus dated September 8, 2021) with the Securities and Exchange Commission (the “SEC”) for the offerings to which this communication relates. Before you invest, you should read the applicable Preliminary Prospectus Supplement, the accompanying prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about Issuer and the offerings. You may get these documents for free by visiting EXXXX on the SEC website at wxx.xxx.xxx. Alternatively, the issuer, any amount underwriter or any dealer participating in the offerings will arrange to send you the applicable Preliminary Prospectus Supplement and the accompanying prospectus if you request it by calling Gxxxxxx Sxxxx & Co. LLC, an affiliate of Gxxxxxx Sachs (Asia) L.L.C., toll-free at 1-000-000-0000, J.X. Xxxxxx Securities LLC, toll-free at 1-000-000-0000 or BofA Securities, Inc., toll-free at 1-800-294-1322. This communication should be read in conjunction with the Preliminary Prospectus Supplements each dated September 8, 2021 and the accompanying prospectus dated September 8, 2021. The information in this communication supersedes the information in the Preliminary Prospectus Supplements and the accompanying prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplements and the accompanying prospectus. Terms used but not defined herein have the meanings given in the applicable Preliminary Prospectus Supplement. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. SCHEDULE D Covered Subsidiaries of the Company SCHEDULE E Affiliated Entities of the Company E-1 Exhibit A Lock-Up Agreement September 9, 2021 Gxxxxxx Sachs (Asia) L.L.C. 68th Floor, Cxxxxx Kong Center 2 Queen’s Road Central Hong Kong J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X.X. BofA Securities, Inc. Oxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxx of America Re: Sea Limited - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as the representatives, propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule A to such agreement (collectively, the “Underwriters”), with Sea Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), providing for a public offering (the “Offering”) of its American Depositary Shares (the “ADSs”), each of which represents, as of the date hereof, one Class A ordinary share, par value US$0.0005 per share, of the Company (the “Class A ordinary shares”) pursuant to a Registration Statement on Form F-3 (File No. 333-259389) filed with the Securities and Exchange Commission (the “SEC”). The Class A ordinary shares, together with the Company’s Class B ordinary shares, are collectively referred to as “Shares.” In consideration of the agreement by the Underwriters to offer and sell the ADSs, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, or file (or participate in the filing of) a registration statement with the SEC in respect of, any ADSs or Shares, or any options or warrants to purchase any ADSs or Shares, or any securities convertible into, exchangeable for or on account that represent the right to receive ADSs or Shares, whether now owned or hereinafter acquired, with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Securities”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Undersigned’s Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, swap or sale or grant of any present right (including without limitation any put or future taxcall option) with respect to any of the Undersigned’s Securities or with respect to any security that includes or relates to or derives any significant part of its value from such ADSs or Shares. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 90 days after the date of the final prospectus supplement (the “Public Offering Date”) used to sell the ADSs pursuant to the Underwriting Agreement. Notwithstanding the foregoing, dutythe undersigned may transfer the Undersigned’s Securities (i) in connection with the sale of the Undersigned’s Securities acquired in open market transactions or in the Offering or after the Public Offering Date, levyprovided that no filing by any party under the United States Securities Exchange Act, impostas amended (the “Exchange Act”), assessment shall be required or shall be voluntarily made in connection with such sale during the Lock-Up Period, (ii) by will or intestacy or otherwise transfer to immediate family members, trusts, family limited partnerships or an entity beneficially owned and controlled by the undersigned, or to a partner, member, stockholder or other governmental charge equity holder of the undersigned or, if the undersigned is an investment fund or an investment fund manager, to any investment fund controlled or managed by the undersigned or managed by the same investment fund manager as the undersigned, in each case as part of a distribution without consideration by the undersigned, provided in each case that the transferee or transferees agree to be bound in writing by the restrictions set forth herein prior to such transfer, no filing by any party (including penaltiestransferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer and any such transfer shall not involve a disposition for value, interest (iii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (iv) with the prior written consent of Gxxxxxx Sxxxx (Asia) L.L.C., J.X. Xxxxxx Securities LLC and other liabilities related theretoBofA Securities, Inc., (v) imposed pursuant to a pledge in a bona fide transaction which is outstanding on the date hereof to a lender to the undersigned and disclosed in writing to the Underwriters on or levied prior to the date hereof, (vi) pursuant to an order of a court, provided that the recipients of such transfers agree to be bound in writing by the restrictions set forth herein, or (vii) pursuant to a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of securities of the Company (each, a “10b5-1 Plan”) in effect as of the date hereof or (viii) with respect to the Undersigned’s Securities to the extent such Securities may be deemed beneficially owned by the Undersigned as of the date hereof pursuant solely due to any proxy arrangement with Tencent or any current or former employee of the Company1. Also, this Agreement shall not apply to the establishment of a 10b5-1 Plan after the date hereof for the transfer of ADSs or Shares, provided that (i) such plan does not provide for the transfer of ADSs or Shares during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (undersigned or the jurisdiction Company regarding the establishment of incorporation such plan, such announcement or filing shall include a statement to the effect that no transfer of ADSs or Shares may be made under such plan during the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. 1 Only applies to Mx. Xxxxxxx Xx. Furthermore, the restrictions set forth in this Lock-Up Agreement will not apply to the sale or tender to the Company by the Undersigned of any successor ADSs or Shares acquired by the exercise of any of the undersigned’s rights to acquire any ADSs or Shares issued pursuant to the Company’s 2009 Share Incentive Plan, any Subsidiary Guarantor last amended in July 2019, or any Pledgor) (hereinafter "Taxes") from any payment made under other share option or with respect to the Securities, any Subsidiary Guarantee similar equity incentive or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request compensation plan of the Company to provide information(collectively, documents the “Equity Incentive Grants”) or other evidence concerning withholding by the Holder's nationality, residence, entitlement to treaty benefits, identity Company of any such ADSs or Shares for tax withholding purposes in connection with the Bahamasvesting of Equity Incentive Grants that are subject to a taxable event upon vesting, Boliviaprovided that in each case, Liberiasuch plan is in effect as of the date of and disclosed in the prospectus supplement for the Offering, Paraguay, Argentina, Panama, Uruguay and provided further that any ADSs or Chile or any political subdivision or authority thereof, if and Shares issued upon exercise of such Equity Incentive Grants shall be subject to the extent that due restrictions set forth in this Lock-Up Agreement. The undersigned also agrees and timely consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Securities except in compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this clause (iii)Lock-Up Agreement in proceeding toward consummation of the Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, (iv) on account of any estatelegal representatives, inheritancesuccessors, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not and assigns. This Lock-Up Agreement shall lapse and become null and void if the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would Offering shall not have been entitled to receive Additional Amounts with respect to such payment if such beneficiaryclosed on or before September 29, settlor2021. This Lock-Up Agreement shall be governed by, partner or beneficial owner had been and construed in accordance with, the Holder of such Security or (vi) any combination laws of the foregoing numbered clauses State of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawNew York.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), Except as applicable, is required by law or by the official interpretation or administration thereof thereof, the Borrower will make any and all payments under this Agreement free and clear of and without withholding or deduction for any and all present or future Taxes imposed or levied by a Taxing Jurisdiction. If the relevant government authority or agency Borrower is required by law to withhold or deduct any amount for or on account of any present or future taxsuch Taxes (including, dutywithout limitation, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Personal Assets Taxes") from any payment made under under, or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableto, the CompanyLoan, such Subsidiary Guarantor or such Pledgor (or any of their respective successorsexcept as provided below in Section 2.08(b), as applicable, the sum payable by the Borrower shall pay such be increased by additional amounts ("Additional AmountsADDITIONAL AMOUNTS") as may be necessary so that after the Borrower has made all required withholdings and deductions (including withholdings and deductions applicable to additional sums payable under this Section 2.08), (i) the Lender receives an amount not less than the sum it would have received had no such withholdings and deductions been made, (ii) the Borrower shall make all such withholdings and deductions and (iii) the Borrower shall pay the full amount withheld or deducted to the relevant Taxing Jurisdiction in accordance with applicable law. The Borrower further agrees that, in the event the Financial Trustee is required by law to withhold or deduct any such Taxes (including, without limitation, Personal Assets Taxes) from any payment made under, or with respect to, the Trust Notes, it will pay and/or reimburse, as the case may be, the Financial Trustee, as Lender, for such Additional Amounts as may be necessary so that the net amount received by each Holder the Noteholders (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder Noteholders would have received if such Taxes had not been required to be withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.

Additional Amounts. (a) If specified pursuant to Section 301, all payments made by or on behalf of the Company, Company under or with respect to the Securities of any Subsidiary Guarantor series will be made free and clear of and without withholding or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental government charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Government of Canada or Chile of any province or territory thereof or by any authority or agency therein or thereof having power to tax (“Canadian Taxes”), unless the Company is required to withhold or deduct Canadian Taxes by law or by the jurisdiction interpretation or administration thereof by the relevant government authority or agency. If the Company is so required to withhold or deduct any amount for or on account of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Canadian Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, the Company will pay as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay additional interest such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including with respect to Additional Amounts) will not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder (an "“Excluded Holder"”) in respect of a the beneficial owner thereof (i) with which the Company does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes or (iii) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Canada or Chile any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisothereunder. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 60 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company. If as a result of any payment by or on behalf of the Company under or with respect to the Securities of any series, any Holder is required to pay tax under Part XIII of the Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder (other than a Holder (i) with which the Company does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such payment; or (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes for the payment of any such taxes, together with any interest, penalties and expenses in connection therewith). All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company shall deliver to the Trustees and to any Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in this Indenture to interest, principal or other payments made or to be made by the Company with respect to the Securities shall be deemed also to refer to the payment of Additional Amounts provided for in Section 301 that may be payable in respect thereof. Wherever in this Indenture or the Securities there is mentioned, in any context, the payment of principal (or premium, if any), interest, if any, or any other amount payable under or with respect to a Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The provisions of this Subsection 1005 shall survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. (a) If If, as a result of any change in or amendment to the Company, any Subsidiary Guarantor or any Pledgor laws (or any regulations or rulings promulgated thereunder) of their respective successors)the United States or of any political subdivision or taxing authority thereof or therein affecting tax after the settlement date, as applicable, is NT III or the Guarantor would be required by law to deduct or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct from any amount payment on a Note of amounts for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penaltiesimposed by the United States or any political subdivision or taxing authority thereof or therein, interest and other liabilities related thereto) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (NT III or the jurisdiction of incorporation of any successor of Guarantor, as the Companycase maybe, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect will, subject to the Securitieslimitations and exceptions set out below, any Subsidiary Guarantee or any Mortgaged Vesselpay to a Holder, as applicablewho is a United States Alien, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("the “Additional Amounts"”) as may be necessary so that every net payment of interest with respect to such Note after deduction or withholding for or on account of any such tax, assessment or other governmental charge imposed upon such Holder, or by reason of the net amount received making of such payment, by each Holder (including Additional Amounts) after such withholding the United States or deduction any political subdivision or taxing authority thereof or therein, will not be less than the amount the Holder would have received if provided for in such Taxes had not been withheld or deducted; providedNote. For greater certainty, however, that no Additional Amounts Amount shall be payable with respect to payments made to a Holder (an "Excluded Holder") by the Issuer or the Guarantor in respect of a beneficial owner (i) which is subject to such Taxes taxes imposed by reason of its being connected with any jurisdiction other than the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile United States or any political subdivision or tax authority thereofthereof or therein affecting tax. However, if and NT III or the Guarantor, in the case of payments under the Guarantee, will not be required to make any payment of Additional Amounts to any such holder for or on account of: Guarantor, as the case maybe, will, subject to the extent limitations and exceptions set out below, pay to a Holder, who is a United States Alien, such additional amounts (the “Additional Amounts”) as may be necessary so that due and timely compliance every net payment of interest with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable respect to such Holder but Note after deduction or withholding for this clause (iii), (iv) or on account of any such tax, assessment or other governmental charge imposed upon such Holder, or by reason of the making of such payment, by the United States or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in such Note. For greater certainty, no Additional Amount shall be payable by the Issuer or the Guarantor in respect of taxes imposed by any jurisdiction other than the United States or any political subdivision or tax authority thereof or therein affecting tax. However, NT III or the Guarantor, in the case of payments under the Guarantee, will not be required to make any payment of Additional Amounts to any such holder for or on account of: ● any such tax, assessment or other governmental charge which would not have been so imposed but for the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein, or having had a permanent establishment therein; ● any estate, inheritance, gift, salesales, transfer, transfer or personal property tax or any similar tax, assessment or governmental charge; ● any tax, assessment or other similar Taxgovernmental charge imposed by reason of such holder’s past or present status, (v) such as a personal holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company with respect to the United States or as a corporation which accumulates earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organization; ● any tax, assessment or other governmental charge which is a fiduciarypayable otherwise than by withholding from payments on or in respect of any Note; ● any tax, a partnership assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the holder or beneficial owner of such Note if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge; ● any tax, assessment or other governmental charge imposed by reason of such holder’s past or present status as the actual or constructive owner of 10 per cent or more of the total combined voting power of all classes of stock entitled to vote of NT III, or the Guarantor, or as a direct or indirect subsidiary of NT III, or the Guarantor or as a bank receiving interest described in Section 881(c)(3)(A) of the U.S. Internal Revenue Code; or ● any combination of the foregoing items; nor shall Additional Amounts be paid with respect to any payment on a Security, if and Note to the extent that any beneficiary a United States Alien who is a fiduciary or settlor of such fiduciary, any partner in such partnership or other than the sole beneficial owner of such payment (as taking into account the case may beconduit financing rules of Treasury Regulation Section 1.881-3) to the extent such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to receive the Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been the Holder of such Security or (vi) any combination holder of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawNote.

Additional Amounts. (a) Any and all payments by the Company to or for the account of any Holder hereunder, other than an Excluded Holder, shall be made free and clear of, and without deduction, for any and all present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto of any nature whatsoever imposed by any taxing authority including, without limitation, any penalties, interest or additions to tax with respect thereto, excluding, in the case of each Holder, taxes imposed on its net income or franchise taxes imposed in lieu of a tax on net income, receipts by the jurisdiction under the laws of which a Holder is organized or maintained or any political subdivision thereof (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, Company is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Company shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, [provided that no Additional Amounts shall be payable with respect to payments a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner to the extent solely attributable to (i) which is subject to such Taxes Holder not being treated as dealing at arm's length with the Company within the meaning of the Income Tax Act (Canada) at the time of making such payment, or (ii) such Holder's being connected with Canada or any province or territory thereof otherwise than solely by reason of its being connected the Holder's activity in connection with purchasing the BahamasSecurities, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or by reason of the receipt of payments thereunder (or under the related Subsidiary Guarantee)collectively, Persons described in clauses (i) and (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoSection 1029(a) are "Excluded Holders"). The Company, the Subsidiary Guarantors or the Pledgors Company will also (or any of their respective successors), as applicable, shall 1) make such withholding or deduction deduction, and (2) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law].

Additional Amounts. (a) If Except to the Companyextent required by law, any Subsidiary Guarantor and all payments of, or in respect of, any Pledgor (or any Note shall be made free and clear of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount and without deduction for or on account of any and all present or future taxtaxes, dutylevies, levyimposts, impostdeductions, assessment charges or withholdings and all liabilities with respect thereto imposed by Bermuda, or any other governmental charge jurisdiction under the laws of which the Company is organized (including penalties, interest and other liabilities related thereto"Other Jurisdiction") imposed or levied any political subdivision of or any taxing authority in Bermuda or in any Other Jurisdiction ("Bermudian Taxes" or "Other Taxes," respectively). If the Company shall be required by law to withhold or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay deduct any Bermudian Taxes or Chile Other Taxes from or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation in respect of any successor of sum payable under a Note, the sum payable by the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect to as the Securitiescase may be, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, thereunder shall be increased by the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts amount ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount making all required withholdings and deductions, the Holder shall receive an amount equal to the sum that it would have received if had no such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any of the following Bermudian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made Other Taxes to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) any tax, withholding, assessment or other governmental charge which is subject to would not have been imposed but for (x) the existence of any present or former connection between such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder Holder (or under between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and Bermuda or Other Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (y) the related Subsidiary Guarantee), presentation of a Note (iiwhere presentation is required) which presents any Security for payment of principal on a date more than 60 30 days after the later of (x) date on which such payment became due and payable or the date on which payment first became due and thereof is duly provided for, whichever occurs later; (yii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, transfer or personal property tax; (iii) any tax, assessment or other similar Tax, (v) which governmental charge that is a fiduciary, a partnership or not withheld by reason of the beneficial owner of any payment on a Security, if and to failure by the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership Holder or the beneficial owner of the Note to comply timely with a reasonable request in writing of the Company (A) to provide information concerning the nationality, residence or identity of the Holder or such payment beneficial owner or (as B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case may beof (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing or domicile jurisdiction as a precondition to exemption from or reduction of all or part of such tax, assessment or other governmental charge; provided, however, that this clause (iii) shall not apply to the Company's obligation to pay Additional Amounts if the completing and filling of the information described in (x) above or the declaration or other claim described in (y) above would be materially more onerous in form, in procedure or in substance of information disclosed, in comparison to the information reporting requirements imposed under U.S. tax law with respect to Forms 1001, W-8 and W-9; or (iv) any combination of items (i), (ii), and (iii) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Note to any Holder who is not the sole beneficial owner of such Note or is a fiduciary or partnership, but only to the extent that a beneficial owner, a beneficiary or a settlor with respect to a fiduciary or a member of the partnership would not have been entitled to receive the payment of the Additional Amounts with respect to such payment if such Amount had the beneficial owner, beneficiary, settlor, partner settlor or beneficial owner had been the Holder member of such Security partnership received directly its beneficial or (vi) any combination distributive share of the foregoing numbered clauses payments. In addition, the Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, in respect of this provisothe creation, issue and offering the Notes payable in Bermuda, the United States or any political subdivision thereof or taxing authority of or in the foregoing. The CompanyCompany will also pay and indemnify the Trustee and the Holders of the Notes from and against all court fees and taxes or other taxes and duties, including interest and penalties, paid by any of them in any jurisdiction in connection with any action permitted to be taken by the Subsidiary Guarantors Trustee or the Pledgors (Holders to enforce the obligations of the Company under the Notes or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawIndenture.

Additional Amounts. (a) If All payments made under or with respect to the Company, any Subsidiary Guarantor Securities shall be made free and clear of and without withholding or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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) (hereinafter "Taxes") imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay government of The Netherlands or Chile any political subdivision or by any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which the Issuer is organized or is otherwise resident for tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor purposes or any Pledgor) jurisdiction from or through which payment is made (hereinafter each a "TaxesRelevant Taxing Jurisdiction") ), unless it is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Issuer shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder the Holders (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder Holders would have received if such Taxes had not been withheld or deducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to payments made to a (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an "Excluded Holder"estate, nominee, trust or corporation) in respect of a beneficial owner and the Relevant Taxing Jurisdiction (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise other than by the mere holding receipt of Securities such payment or the receipt ownership or holding outside of payments thereunder The Netherlands of such Security); or (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or under similar tax, assessment or governmental charge; nor shall the related Subsidiary Guarantee), Issuer be required to pay Additional Amounts (iia) which presents any if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Security for payment of principal more than 60 within 30 days after the later of (x) date on which such payment or such Security became due and payable or the date on which payment first became due and thereof is duly provided for, whichever is later (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such had the Security for payment been presented on the last day of the applicable 60-such 30 day period), (iiib) which failed with respect to duly and timely comply with any payment of principal of (or premium, if any, on) or interest on such Security to any Holder who is a reasonable, timely request of the Company to provide information, documents fiduciary or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile partnership or any political subdivision or authority thereofperson other than the sole beneficial owner of such payment, if and to the extent that due and timely compliance a beneficiary or settlor with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable respect to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor member of such fiduciary, any partner in such a partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive the Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been the actual Holder of such Security Security, (c) if the Securities are presented for payment in The Netherlands; provided, however, that at such time the Issuer has at least one paying agent in the European Union (other than in The Netherlands), or (vid) any combination of if the foregoing numbered clauses of this proviso. The CompanySecurities are presented for payment by, the Subsidiary Guarantors or the Pledgors (or any of their respective successors)on behalf of, as applicable, shall make such a Holder who would be able to avoid withholding or deduction and remit by presenting any form or certificate and/or making a declaration of non-residence or similar claim for exemption but fails to do so. Upon request, the full amount deducted Issuer shall provide the Trustee with official receipts or withheld other documentation satisfactory to the relevant Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (1) the payment of principal; (2) purchase prices in connection with a purchase of Securities; (3) interest; or (4) any other amount payable on or with respect to any of the Securities, such reference shall be deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuer shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Securities, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Securities, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of The Netherlands, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will indemnify the Holders for any such taxes paid by such Holders. The obligations described under this Section shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or any political subdivision or taxing authority as and when required in accordance with applicable lawor agency thereof or therein.

Additional Amounts. (a) If 2.16.1 Any payments made by or on behalf of the CompanyCompany under or with respect to the Debentures will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, any Subsidiary Guarantor unless the Company or any Pledgor (or any of their respective successors), as applicable, other payor is required to withhold or deduct Taxes by law Applicable Law or by the interpretation or administration thereof by the relevant government authority or agency Governmental Authority. If the Company is so required to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableDebentures, the Company, Company will make such Subsidiary Guarantor withholding or such Pledgor (deduction and will remit the full amount withheld or any of their respective successors), deducted to the relevant Governmental Authority as applicable, shall and when required by Applicable Law and the Company will pay to the Indenture Trustee such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by each Holder of Debentures (including Additional Amounts) after such withholding or deduction will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable with respect to payments made any payment to a Holder (an "“Excluded Holder"”) in respect of a beneficial owner Beneficial Holder who is liable for such Taxes in respect of such Debentures (i) which is subject to such Taxes by reason of its such Holder or Beneficial Holder being connected a Person with whom the BahamasCompany is not dealing at arm’s length for the purposes of the Income Tax Act (Canada) at the time of making such payment, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents by reason of the existence of any Security for payment present or former connection between such Holder or Beneficial Holder and Canada or any province or territory thereof other than solely by reason of principal more than 60 days after the later of (x) Holder’s activity in connection with purchasing the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due dateDebentures, the date on whichmere holding, the full amount payable having been so receiveddeemed holding, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day use or ownership of the applicable 60Debentures, or receiving payments under or enforcing any rights in respect of such Debentures as a non-day period, (iii) which failed to duly and timely comply with a reasonable, timely request resident or deemed non-resident of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile Canada or any political subdivision province or authority territory thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments made by the interpretation Company or administration thereof by the relevant government authority Guarantor with respect to the Securities or agency to withhold the Guarantees shall be made free and clear of and without withholding or deduct any amount 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 of whatever nature unless the withholding or levied deduction is then required by law. If any withholding or deduction for or on behalf account of any present or future taxes, assessments or other governmental charges of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor United Kingdom or any Pledgor) political subdivision or taxing authority thereof or therein (hereinafter "Taxes") from shall at any payment made under time be required in respect of any amounts to be paid by the Company or with the Guarantor in respect to of the SecuritiesSecurities or the Guarantees, any Subsidiary Guarantee the Company or any Mortgaged Vesselthe Guarantor, as applicablethe case may be, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, provided that no the foregoing obligation to pay Additional Amounts shall not apply to (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between such Holder and the United Kingdom (other than the mere receipt of such payment or the ownership or holding outside of the United Kingdom of such Security); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest, including Special Interest, if any, on such Security; nor will Additional Amounts be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner paid (i) which is subject to if the payment could have been made by or through another paying agent without such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay deduction or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee)withholding, (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not payment could have been received by made without such deduction or withholding had the Trustee on holder of the Security (whether in global bearer or prior to such due datedefinitive registered form) or, if different, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day beneficiary of the applicable 60-day period, (iii) which failed to duly and timely comply payment complied with a reasonable, timely request of the Company or the Guarantor made upon reasonable notice prior to such payment, or any other Person through whom payment may be made, addressed or otherwise provided to such Holder or beneficiary to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamastaxing jurisdiction of such holder or beneficiary which is required or imposed by a statute, Boliviatreaty, Liberiaregulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, Paraguay(iii) with respect to any payment of principal of (or premium if any, Argentinaon) or interest, Panamaincluding Special Interest, Uruguay if any, on such Security to any holder who is a fiduciary or Chile partnership or Person other than the sole beneficial owner of such payment, to the extent such payment would be required by the laws of the U.K. (or any political subdivision or taxing authority thereof, if and thereof or therein) to be included in the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but income for this clause (iii), (iv) on account tax purposes of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor with respect to such fiduciary or a member of such fiduciary, any partner in such partnership or the a beneficial owner of such payment (as the case may be) who would not have been entitled to receive the Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had it been the Holder holder of such Security a Security, or (viiv) any combination if the payment is in respect of a Definitive Registered Security issued (or whose Predecessor Security was issued) at the request of a Holder (including following an Event of Default) and at the time the payment is made 108 Registered Securities have not been issued in exchange for the entire principal amount of the Securities. The foregoing numbered clauses provisions shall survive any termination or discharge of this provisoIndenture. The Company, the Subsidiary Guarantors or the Pledgors (or provisions of this Section 1016 shall apply mutatis mutandis to any of their respective successors), as applicable, shall make such withholding or deduction for or on account of any present or future taxes, assessments or other governmental charges of whatever nature of any jurisdiction in which any successor Person to the Company or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority or agency thereof or therein. The Company will use commercially reasonable efforts to facilitate administrative actions necessary to assist Holders to obtain any refund of or credit against withholding taxes for which Additional Amounts are not paid as a result of the proviso in the second preceding sentence. Except as otherwise stated, all references in this Indenture (other than in Article Twelve) to principal or interest on the Securities shall include any Additional Amounts payable by the Company pursuant to this Section 1016. If the Company or the Guarantor is, in respect of any payments, compelled to withhold or deduct any amount for or on account of Taxes, the Company or the Guarantor shall give notice thereof to each of the Trustee and remit the full amount deducted Paying Agents. The Company or withheld the Guarantor shall, prior to the due date for the payment thereof, pay any such Taxes, together with any penalties or interest applicable thereto, and within 15 days after such payment shall deliver to the Trustee and each of the Paying Agents evidence of such payment and of the remittance thereof to the relevant authority as taxing or other authority. The Company or the Guarantor shall indemnify the Trustee and when each of the Paying Agents for any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on such person's part, arising out of or in connection with actions taken or omitted by any of them in reliance on this paragraph or information provided by the Company or the Guarantor pursuant to this paragraph or the failure of the Trustee or any Paying Agent for any reason (other than its own gross negligence or willful misconduct) to receive on a timely basis the above-described notice or any information or documentation requested by it or otherwise required by applicable law or regulations to be obtained, furnished or filed with it in accordance with applicable lawrespect of the Taxes.

Additional Amounts. (a) If Unless otherwise specified in any Board Resolution establishing the Companyterms of Securities of a series in accordance with Section 2.08, if any Subsidiary Guarantor deduction or withholding for any present or future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of the Relevant Taxing Jurisdiction of the Issuer or any Pledgor political subdivision or taxing authority thereof or therein shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of their respective successors), as applicable, is required by law or any amounts to be paid by the interpretation or administration thereof Issuer under the series of Securities, the Issuer will (subject to compliance by the relevant government authority Holders of such Securities with any administrative requirements) pay such additional amounts as may be necessary in order that the net amounts paid to the Holders after such deduction or agency withholding, shall be not less than the amounts specified in the Securities to withhold which such Holders are entitled had no such withholding or deduct deduction been required; provided, however, that the Issuer shall not be required to make any amount payment of additional amounts for or on account of of: (i) any present or future tax, duty, levy, impost, assessment impost or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will which would not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so receivedimposed, notice to that effect shall have been given to assessed, levied or collected but for the Holders by the Trustee, except to the extent fact that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day periodrelevant Security (or a fiduciary, (iiisettlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) which failed to duly and timely comply with is or has been a reasonabledomiciliary, timely request of national or resident of, or is or has been engaged in a trade or business in, or maintains or has maintained a permanent establishment in, or is or has been physically present in, the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereofthereof or therein or otherwise has or has had some connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein other than the holding or ownership of the Security, or the collection of principal, premium or interest, if and to any, on, or the extent that due and timely compliance with such request enforcement of, the Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have reduced been so imposed, assessed, levied or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder collected but for this clause the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date on which such payment became due or was provided for, whichever is later, (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other similar Taxgovernmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the failure of the Holder or beneficial owner of the relevant Security to comply with any certification, identification or other reporting requirements concerning the Holder’s or the beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein, if compliance is required by treaty or by statute, regulation or administrative practice of such jurisdiction or of any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi) any present or future tax, levy, impost or other governmental charge which the Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom, (vii) any present or future tax, levy, impost or other governmental charge which is required by Sections 1471 through 1474 (“FATCA”) of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future U.S. Treasury regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA, (viii) any present or future tax, levy, impost or other governmental charge which is imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, a partnership or not a person other than the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the sole beneficial owner of such payment (as or Security to the case may be) extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to receive Additional Amounts the additional amounts or would not have been subject to such tax, levy, impost or charge had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or (ix) any combination of items (i) through (viii) above, and nor shall additional amounts be paid in the event that the obligation to pay additional amounts is the result of the issuance of definitive Registered Securities to a Holder of a Predecessor Security at such Holder’s request upon the occurrence of an Event of Default and at the time payment is made definitive Registered Securities have not been issued in exchange for the entire principal amount of the Predecessor Securities. At least 5 Business Days prior to each date on which any payment under or with respect to the Securities of any series is due and payable (unless such obligation to pay additional amounts arises after the 5th Business Day prior to the date on which payment under or with respect to the Securities of such series is due and payable, in which case it will be promptly thereafter), if the Issuer will be obligated to pay additional amounts with respect to such payment if payment, the Issuer will deliver to the Trustee an Officers’ Certificate stating that such beneficiary, settlor, partner or beneficial owner had been additional amounts will be payable and the Holder amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such additional amounts to the Holders of the Securities of such Security or (vi) any combination of series on the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawpayment date.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments made by the interpretation Book-Entry Depositary pursuant to this Agreement shall be made without deduction or administration thereof by the relevant government authority or agency to withhold or deduct any amount for withholding for, or on account of of, any present or future taxtaxes, dutyduties, levyassessments or governmental charges of whatever nature (collectively, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto"Taxes") imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay United Kingdom or Chile any political subdivision thereof or by any authority or agency therein or thereof having power to tax therein (each a "U.K. Tax Authority"), unless the withholding or deduction of such Taxes is then required by law. If any such deduction or withholding shall at any time be required on any distributions in respect of the jurisdiction Depositary Interest by the Book-Entry Depositary to the holder of incorporation the Depositary Interest (the "Holder") of any successor payments in respect of principal, redemption price, interest, liquidated damages or premium on the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableGlobal Note, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Book-Entry Depositary agrees that it shall pay or cause to be paid such additional amounts (the "Additional Amounts") as may be necessary so in order that the net amount amounts received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of such payments by the Holder, after such deduction or withholding, shall equal the amounts specified in the Indenture to which the Holder is entitled (subject to the limitations contained in the Indenture, such limitations to be applied for these purposes by treating the owner of any interest in the Depositary Interest as a holder or beneficial owner (i) which is subject for purposes of the Indenture). Notwithstanding anything to such Taxes the contrary provided above, the Book-Entry Depositary shall pay or cause to be paid any Additional Amounts only out of funds that shall be received by reason of its being connected with it from the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by Issuer for that purpose. At least 10 days prior to the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the first date on which payment first became due of principal, and premium (yif any) if on the full amount payable has not been received by the Trustee on or Depositary Interest is to be made, and at least 10 days prior to any subsequent such due datedate if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the date Issuer will furnish the Book-Entry Depositary with an Officers' Certificate instructing the Book-Entry Depositary whether such payment of principal, and premium (if any), on which, the full amount payable having been so received, notice to that effect Depositary Interest shall have been given be made to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security without withholding for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estatetax, inheritance, gift, sale, transfer, personal property assessment or other similar Taxgovernmental charge. If any such withholding shall be required, (v) which is a fiduciary, a partnership or not then such Officers' Certificate shall specify the beneficial owner of any payment amount required to be withheld on a Security, if and such payments to the extent Holder and certify that any beneficiary the Issuer has paid or settlor of shall pay such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or amounts withheld to the relevant appropriate governmental authority as and when required or authorities. The Book-Entry Depositary shall have no responsibility for determining whether the Holder or any owner of a Book-Entry Interest is entitled to the payment of Additional Amounts in accordance with applicable lawthe preceding paragraph, but shall be entitled to rely conclusively for this purpose on an Officers' Certificate or on certifications from the Depositary, which need only specify the amount of Additional Amounts payable to the Holder, net of amounts to which the Holder or any owner of a Book-Entry Interest is not entitled in accordance with the preceding paragraph. The Issuer shall indemnify the Book-Entry Depositary for, and hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officers' Certificate furnished to it pursuant to this Section 2.14.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments made by the interpretation Book-Entry Depositary pursuant to this Agreement shall be made without deduction or administration thereof by the relevant government authority or agency to withhold or deduct any amount for withholding for, or on account of of, any present or future taxtaxes, dutyduties, levyassessments or governmental charges of whatever nature (collectively, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto"Taxes") imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay United Kingdom or Chile any political subdivision thereof or by any authority or agency therein or thereof having power to tax therein (each a "U.K. Tax Authority"), unless the withholding or deduction of such Taxes is then required by law. If any such deduction or withholding shall at any time be required on any distributions in respect of the jurisdiction Depositary Interest by the Book- Entry Depositary to the holder of incorporation the Depositary Interest (the "Holder") of any successor payments in respect of principal, redemption price, interest, liquidated damages or premium on the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableGlobal Note, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Book-Entry Depositary agrees that it shall pay or cause to be paid such additional amounts (the "Additional Amounts") as may be necessary so in order that the net amount amounts received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of such payments by the Holder, after such deduction or withholding, shall equal the amounts specified in the Indenture to which the Holder is entitled (subject to the limitations contained in the Indenture, such limitations to be applied for these purposes by treating the owner of any interest in the Depositary Interest as a holder or beneficial owner (i) which is subject for purposes of the Indenture). Notwithstanding anything to such Taxes the contrary provided above, the Book-Entry Depositary shall pay or cause to be paid any Additional Amounts only out of funds that shall be received by reason of its being connected with it from the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by Issuer for that purpose. At least 10 days prior to the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the first date on which payment first became due of principal, premium (if any) and (y) if interest on the full amount payable has not been received by the Trustee on or Depositary Interest is to be made, and at least 10 days prior to any subsequent such due datedate if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the date Issuer will furnish the Book-Entry Depositary with an Officers' Certificate instructing the Book-Entry Depositary whether such payment of principal, premium (if any), or interest on which, the full amount payable having been so received, notice to that effect Depositary Interest shall have been given be made to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security without withholding for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estatetax, inheritance, gift, sale, transfer, personal property assessment or other similar Taxgovernmental charge. If any such withholding shall be required, (v) which is a fiduciary, a partnership or not then such Officers' Certificate shall specify the beneficial owner of any payment amount required to be withheld on a Security, if and such payments to the extent Holder and certify that any beneficiary the Issuer has paid or settlor of shall pay such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or amounts withheld to the relevant appropriate governmental authority as and when required or authorities. The Book-Entry Depositary shall have no responsibility for determining whether the Holder or any owner of a Book-Entry Interest is entitled to the payment of Additional Amounts in accordance with applicable lawthe preceding paragraph, but shall be entitled to rely conclusively for this purpose on an Officers' Certificate or on certifications from the Depositary, which need only specify the amount of Additional Amounts payable to the Holder, net of amounts to which the Holder or any owner of a Book-Entry Interest is not entitled in accordance with the preceding paragraph. The Issuer shall indemnify the Book-Entry Depositary for, and hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officers' Certificate furnished to it pursuant to this Section 2.14.

Additional Amounts. (a) Any and all payments by the Company to or for the account of any Holder hereunder, other than an Excluded Holder, shall be made free and clear of, and without deduction, for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto, excluding, in the case of each Holder, taxes imposed on its net income or franchise taxes imposed in lieu of a tax on net income by the jurisdiction under the laws of which a Holder is organized or maintained or any political subdivision thereof (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, Company is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Company shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that no Additional Amounts shall be payable with respect to payments a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner to the extent solely attributable to (i) which is subject to such Taxes Holder not being treated as dealing at arm's length with the Company within the meaning of the Income Tax Act (Canada) at the time of making such payment, or (ii) such Holder's being connected with Canada or any province or territory thereof otherwise than solely by reason of its being connected the Holder's activity in connection with purchasing the BahamasSecurities, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or by reason of the receipt of payments thereunder (or under the related Subsidiary Guarantee)collectively, Persons described in clauses (i) and (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoSection 1030(a) are "Excluded Holders"). The Company, the Subsidiary Guarantors or the Pledgors Company will also (or any of their respective successors), as applicable, shall 1) make such withholding or deduction deduction, and (2) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, Company is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Company shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that no Additional Amounts shall be payable with respect to payments a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner to the extent solely attributable to (i) which is subject to such Taxes Holder not being treated as dealing at arm's length with the Company within the meaning of the Income Tax Act (Canada) at the time of making such payment, or (ii) such Holder's being connected with Canada or any province or territory thereof otherwise than solely by reason of its being connected the Holder's activity in connection with purchasing the BahamasSecurities, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or by reason of the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisothereunder. The Company, the Subsidiary Guarantors or the Pledgors Company will also (or any of their respective successors), as applicable, shall i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company shall furnish to the Holders, within 30 calendar days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company. The Company shall upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Securities, and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to the Securities) after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed; provided, however, no reimbursement shall be made in respect of Taxes for which no - 129 - 141 Additional Amounts would be payable by reason of clause (i) or (ii) of the second preceding sentence. At least 30 calendar days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal, interest, if any, or any other amount payable under or with respect to any Securities, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Holders, by acceptance of a Note, and the Company agree that the payment of any Additional Amounts by the Company shall be treated as payments of interest.

Additional Amounts. (a) If Except to the Companyextent required by any applicable law, regulation or governmental policy, any Subsidiary Guarantor and all payments of, or in respect of, any Pledgor (or any Secured Note shall be made free and clear of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount and without deduction for or on account of any and all present or future taxtaxes, dutylevies, levyimposts, impostdeduction, assessment charges or withholdings and all liabilities with respect thereto imposed by the British Virgin Islands, Brazil, the United States of America or any other governmental charge (including penaltiesjurisdiction with which the Issuer, interest and other liabilities related thereto) imposed Pride or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor has some connection (including any jurisdiction from or through which payments under the Secured Notes, the Pride Guarantee or the Subsidiary Guarantees (if any) are made or in which the Mortgaged Rigs are located) or any Pledgor) political subdivision of or any taxing authority in any such jurisdiction (hereinafter collectively, "Taxes" and any such jurisdiction or political subdivision or taxing authority, a ") from any payment made under Tax Jurisdiction"). If the Issuer, Pride or with respect to the Securities, any Subsidiary Guarantor shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable under the Secured Notes, the Pride Guarantee or any Mortgaged Vessel, as applicablea Subsidiary Guarantee, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, sum payable by the Issuer under the Secured Notes shall pay such additional amounts be increased by the amount ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount making all required withholdings and deductions, the Holder or beneficial owner of a Secured Note shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings and deductions been withheld or deductedmade; provided, however, PROVIDED that no Additional Amounts any such sum shall not be payable with respect to payments made paid to a Holder (an "Excluded Holder") (i) in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or resulting from the beneficial owner of such payment Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Pride Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Pride Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Pride Guarantee or any applicable Subsidiary Guarantee, (as the case may beii) in respect of any Taxes that would not have been entitled to receive Additional Amounts with respect to imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later, or (iii) in respect of United States federal income Taxes, if such beneficiaryHolder fails to provide to the Issuer, settlorwithin 30 days of a request by the Issuer, partner a complete and valid IRS Form W-8 or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoother form establishing an exemption from United States withholding Taxes. The CompanyIssuer, Pride or the Subsidiary Guarantors or the Pledgors (or any of their respective successors)Guarantors, as applicable, shall will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law, and, in any such case, the Issuer will furnish to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer, Pride or the Subsidiary Guarantors, as applicable. The Issuer will, upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Pride Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed.

Additional Amounts. Unless otherwise specified in any Board Resolution or other appropriate corporate authorization of the Issuer establishing the terms of Securities of a series in accordance with Section 301, if any deduction or withholding for any present or future taxes or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer is incorporated, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) (each a "Relevant Jurisdiction" ) in respect of any amounts to be paid by the Issuer of principal of or interest on a Security of any series, the Issuer will pay to the Holder of a Security of such series such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Issuer shall not be required to make any payment of additional amounts for or on account of: (a) If any tax or other governmental charge which would not have been imposed but for the Company, existence of any Subsidiary Guarantor present or any Pledgor former connection between such Holder and the Relevant Jurisdiction (or any other than the mere holding of their respective successorsa Security and the receipt of payments thereon), including, without limitation, such Holder being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein; (b) any tax or other governmental charge which would not have been imposed but for the status of such Holder as applicablean individual resident of a member state of the European Union; (c) any tax or other governmental charge that would not have been imposed but for a failure to comply with any applicable certification, information, identification, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction if such compliance is required by as a precondition to relief or exemption from such tax, assessment or other governmental charge (including without limitation a certification that such Holder is not resident in the Relevant Jurisdiction); (d) any tax or other governmental charge which would not have been imposed but for a change in law or that becomes effective more than 30 days after a payment by the interpretation Issuer on a Security of any series becomes due and payable, or administration is duly provided for and notice thereof is duly published, whichever occurs later; (e) any tax or other governmental charge required to be withheld by the relevant government authority any Paying Agent from a payment on a Security, if such payment can be made without such deduction or agency withholding by any other Paying Agent; or (f) any combination of items (a), (b), (c), (d) and (e) above. The foregoing provisions shall apply mutandis mutandis to withhold any withholding or deduct any amount 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 Issuer is organized, or any political subdivision or taxing authority thereof or therein; provided, however, that such payment of additional amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 301. As used in (a), (b) and (c) above, references to Holder shall include a fiduciary, settler, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation. Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be 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 would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that additional amounts pursuant to the Section will not be payable by the Issuer, 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 Issuer will furnish the Trustee and the Issuer'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 of 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, duty, levy, impost, assessment or other governmental charge (including penaltiesdescribed in the Securities of that series. If any such withholding shall be required, interest then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and other liabilities related thereto) imposed the Issuer will pay to the Trustee or levied such Paying Agent or Paying Agents the additional amounts required by or on behalf this Section. The Issuer covenants to indemnify each of the BahamasTrustee and any Paying Agent for, Boliviaand to hold each of them harmless against, Liberiaany loss, Paraguay, Argentina, Panama, Uruguay liability or Chile expense arising out of or in connection with actions taken or omitted by any authority or agency therein or thereof having power of them in reliance on any Officer's Certificate furnished pursuant to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trusteethis Section, except to the extent that the Holder would have been entitled any such loss, liability or expense is due to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents its own negligence or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawbad faith.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successorsSubject to Clause 4.1(b), as applicable, is required all payments made by law each Guarantor under or by the interpretation with respect to this Guarantee will be made free and clear of and without withholding or administration thereof by the relevant government authority or agency to withhold or deduct any amount deduction for or on account of any present or future tax, duty, levy, impost, assessment assessment, or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, "Taxes") imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay any government or Chile political subdivision or by territory or possession of any government or authority or agency Agency therein or thereof having the power to tax (or each, a "Taxing Authority") within the jurisdiction in which the relevant Guarantor is resident for tax purposes or Luxembourg (or any Qualifying Jurisdiction in which the Lender or any successor thereto is resident for tax purposes), unless the relevant Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. For the avoidance of incorporation doubt, this Clause 4.1 shall not apply to any Taxes on income payable by the Lender. (b) If at any time a Guarantor is required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any successor of Taxing Authority within the Company, any Subsidiary jurisdiction in which the relevant Guarantor is resident for tax purposes or Luxembourg (or any Pledgor) (hereinafter "Taxes"Qualifying Jurisdiction in which the Lender or any successor thereto is resident for tax purposes) from any payment made under or with respect to the SecuritiesGuarantee, any Subsidiary Guarantee or any Mortgaged Vesselthat Guarantor, as applicablefailing which the other Guarantors, shall, on the Companydue date for such payment, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder the Lender (including Additional Amounts) in U.S. dollars after such withholding or deduction will not be less than the amount the Holder Lender would have received if such Taxes had not been withheld or deducteddeducted and free from liability in respect of such withholding or deduction; provided, however, that no for the avoidance of doubt, such Additional Amounts shall not be payable with respect to payments made to a Holder any Taxes on income payable by the Lender. (an "Excluded Holder"c) in respect of a beneficial owner Each Guarantor will also: (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction deduction; and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.. (d) If the Lender pays any amount in respect of such Taxes, in respect of which Additional Amounts are payable (without prejudice to, and duplication of, the provisions of Clause 4.3 (Tax Indemnity)), each relevant Guarantor shall reimburse the Lender in U.S. dollars for such payment on demand. (e) Whenever this Guarantee mentions, in any context, the payment of amounts based upon the principal or premium, if any, interest or of any other amount payable under or with respect to the Loan or the Guarantee, this includes, without duplication, payment of any Additional Amounts and Tax Indemnity Amounts that may be applicable. The foregoing provisions shall apply, modified as necessary, to any Taxes imposed or levied by any Taxing Authority in any jurisdiction in which any Guarantor or any successor of the Borrower or of any Guarantor is organised. 4.2

Additional Amounts. (a) If All payments made under or with respect to the Company, any Subsidiary Guarantor Securities shall be made free and clear of and without withholding or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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) (hereinafter "TAXES") imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay government of the Republic of the Xxxxxxxx Islands or Chile any political subdivision or by any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which we are organized or are otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a "RELEVANT TAXING JURISDICTION"), unless withholdings or deductions of Taxes are required by law or by the jurisdiction of incorporation of any successor of interpretation or administration thereof. If the Company, any Company or a Subsidiary Guarantor is so required to withhold or deduct any Pledgor) (hereinafter "Taxes") amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Securities, any Subsidiary Guarantee the Company or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional AmountsADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder the Holders (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder Holders would have received if such Taxes had not been withheld or deducted; providedPROVIDED, howeverHOWEVER, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to payments made to a (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an "Excluded Holder"estate, nominee, trust or corporation) in respect of a beneficial owner and the Relevant Taxing Jurisdiction (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise other than by the mere holding receipt of Securities such payment or the receipt ownership or holding outside of payments thereunder the Republic of the Xxxxxxxx Islands of such Security); or (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or under similar tax, assessment or governmental charge; nor shall the related Company or such Subsidiary Guarantee), (ii) which presents any Guarantor be required to pay Additional Amounts if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Security for payment of principal more than 60 within 30 days after the later of (x) date on which such payment or such Security became due and payable or the date on which payment first became due and thereof is duly provided for, whichever is later (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such had the Security for payment been presented on the last day of the applicable 60-such 30 day period). Upon request, (iii) which failed the Company shall provide the Trustee with the official acknowledgement, receipts or other documentation satisfactory to duly and timely comply with a reasonable, timely request the Trustee evidencing the payment of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection Taxes with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as respect to which Additional Amounts would have otherwise been payable to are paid. Copies of such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and documentation will be made available to the extent that any beneficiary or settlor Holders of such fiduciary, any partner in such partnership the Securities or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors)Paying Agents, as applicable, upon request therefor. Whenever in this Indenture there is mentioned, in any context: (1) the payment of principal; (2) purchase prices in connection with a purchase of Securities; (3) interest; or (4) any other amount payable on or with respect to any of the Securities, such reference shall make such withholding or deduction and remit the full amount deducted or withheld be deemed to include payment of Additional Amounts provided for in this Section to the relevant authority as and when required extent that, in accordance with applicable lawsuch context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) If At least 10 days prior to the Companyfirst date on which payment of principal, premium, if any, or interest on the Notes is to be made, and at least 10 days prior to any Subsidiary Guarantor or subsequent such date if there has been any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or change with respect to the Securitiesmatters set forth in the Officers' Certificate described in Section 4.20 of the Indenture, any the Issuer will furnish the Book-Entry Depositary with an Officers' Certificate specifying whether such payment of principal, premium, if any, or interest on the Notes and under the Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such made without withholding or deduction will for, or on account of, any Taxes and the amount, if any, required to be withheld on such payments and the amount, if any, of additional amounts payable, net of amounts to which the Depositaries or owner of Book-Entry Interests is not be less than entitled. The Book-Entry Depositary shall have no responsibility for determining whether a Depositary or any owner of a Book-Entry Interest is entitled to the amount the Holder would have received if such Taxes had not been withheld or deducted; providedpayment of Additional Amounts, however, that no Additional Amounts but shall be payable with respect entitled to payments made rely conclusively for this purpose on the Officers' Certificate or on certifications from any Depositary. The Issuer shall, prior to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due the Book-Entry Depositary is required to make such payment, pay to the Book-Entry Depositary amounts equal to any Additional Amounts payable on such date by the Book-Entry Depositary under this Agreement. The Issuer shall indemnify the Book-Entry Depositary for, and (y) if hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by it in reliance on any Officers' Certificate furnished to them pursuant to this Section 2.15 or failure to furnish any such Officers' Certificate. Notwithstanding anything to the full amount payable has not been contrary provided above, the Book-Entry Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it from the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership Issuer or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoSubsidiary Guarantor for that purpose. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.ARTICLE THREE THE BOOK-ENTRY DEPOSITARY AND THE NOTE CUSTODIAN

Additional Amounts. (a) Any and all payments by the Company to or for the account of any Holder hereunder, other than an Excluded Holder, shall be made free and clear of, and without deduction, for any and all present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, levies, imposts, deductions, charges or withholdings 107 and all liabilities with respect thereto of any nature whatsoever imposed by any taxing authority including, without limitation, any penalties, interest or additions to tax with respect thereto, excluding, in the case of each Holder, taxes imposed on its net income or franchise taxes imposed in lieu of a tax on net income, receipts by the jurisdiction under the laws of which a Holder is organized or maintained or any political subdivision thereof (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, Company is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Company shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that no Additional Amounts shall be payable with respect to payments a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner to the extent solely attributable to (i) which is subject to such Taxes Holder not being treated as dealing at arm's length with the Company within the meaning of the Income Tax Act (Canada) at the time of making such payment, or (ii) such Holder's being connected with Canada or any province or territory thereof otherwise than solely by reason of its being connected the Holder's activity in connection with purchasing the BahamasSecurities, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or by reason of the receipt of payments thereunder (or under the related Subsidiary Guarantee)collectively, Persons described in clauses (i) and (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoSection 1029(a) are "Excluded Holders"). The Company, the Subsidiary Guarantors or the Pledgors Company will also (or any of their respective successors), as applicable, shall 1) make such withholding or deduction deduction, and (2) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor All payments made on Book-Entry Interests will be made free and clear of and without deduction or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount withholding for or on account of any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) imposed charges of whatever nature unless the withholding or levied deduction is then required by law. If any such deduction or on behalf of withholding is required by the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor United Kingdom or any Pledgor) political subdivision or taxing authority thereof or therein (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, each owner of Book-Entry Interests of either series shall pay such be entitled to receive from the Global Depositary additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made any such payment, but subject to the limitations contained in the Indenture, such Additional Amounts and limitations to be applied for these purposes by treating the owner of any Book-Entry Interests as a Holder or beneficiary of such payments (an "Excluded Holder") referred to in respect of a beneficial owner (i) which is subject Section 1016 - Additional Amounts in the Indenture). At least 10 days prior to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the first date on which withholding on account of Taxes would be required under applicable law or payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise be required pursuant to this Section 2.15 to be made, and at least 10 days prior to any subsequent such date if there has been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts change with respect to such payment matters, the Company will furnish the Global Depositary with an Officers' Certificate that shall specify by country the amount, if any, required to be withheld on such beneficiarypayments to the Depositary and the amount of Additional Amounts payable to the Depositary, settlor, partner net of amounts to which the Depositary or beneficial any owner had been the Holder of a Book-Entry Interest of such Security or (vi) any combination of the foregoing numbered clauses of this provisoseries is not entitled. The CompanyGlobal Depositary shall have no responsibility for determining whether a Depositary or any owner of a Book-Entry Interest is entitled to the payment of Additional Amounts, but shall be entitled to rely conclusively for this purpose on the Officers' Certificate or on certifications from the Depositary. The Company shall indemnify the Global Depositary for, and hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officers' Certificate furnished to it pursuant to this Section 2.15 or failure to furnish any such Officers' Certificate. Notwithstanding anything to the contrary provided above, the Subsidiary Guarantors Global Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it from the Company or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawGuarantor for that purpose.

Additional Amounts. (a) If This Section 2.5 supersedes and replaces Section 10.2 of the CompanyOriginal Indenture with respect to the Notes. References to “Section 10.2” of the Original Indenture and the terms defined therein shall instead refer to this “Section 2.5” of this Second Supplemental Indenture, and the terms “Taxes”, “Relevant Taxing Jurisdiction” and “Additional Amounts” as defined in Section 10.2 of the Original Indenture shall instead having the meanings provided to them in this Second Supplemental Indenture. All payments made by or on account of any obligation of the Issuer under or with respect to the Notes shall be made free and clear of and without withholding or deduction for, or on account of, any Subsidiary Guarantor present or any Pledgor (or any of their respective successors)future Taxes, as applicable, unless the Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency agency. If the Issuer is so required to withhold or deduct any amount for Taxes imposed by the Government of Canada or on account of any present province 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile territory thereof or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Companya “Relevant Taxing Jurisdiction,” and such Taxes, any Subsidiary Guarantor or any Pledgor) (hereinafter "“Canadian Taxes"”) from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableNotes, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, Issuer shall pay as additional interest such additional amounts ("hereinafter “Additional Amounts"”) as may be necessary so that the net amount received by each Holder holder of the Notes (including Additional Amounts) after such withholding or deduction will for Canadian Taxes shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments a payment made to a Holder (an "Excluded Holder") in respect of a Holder or beneficial owner (i) with which the Issuer does not deal at arm’s length (for purposes of the Tax Act) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of the failure to comply with any certification, identification, information, documentation or other reporting requirement by a Holder or beneficial owner of the Notes if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such Holder relates to an amount that is or was deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Tax Act, (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with the BahamasCanada or any province or territory thereof (including, Boliviawithout limitation, Liberiaby being or having been a national, Paraguaydomiciliary or resident, Argentinaor treated as a resident, Panamaof, Uruguay or Chile physically present in or having or having had a permanent establishment in, Canada or any province or territory thereof) otherwise than by the mere holding of Securities Notes or the receipt of payments thereunder (or under the related Subsidiary Guarantee)thereunder, (iiv) which presents in respect of any Security for payment of principal more applicable Taxes that are payable other than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on withholding from payments under or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given with respect to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day periodNotes, (iiivi) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account in respect of any estate, inheritance, gift, sale, transfer, personal property property, excise or other similar Taxapplicable Taxes, (vvii) which is a fiduciary, a partnership or not if the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) applicable Taxes would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been imposed but for the Holder presentation of such Security Note (in cases in which presentation is required) more than 30 days after the later of the date on which the relevant payment became due and payable pursuant to the terms thereof or was made or duly provided for, (viviii) in respect of any applicable Taxes to the extent such applicable Taxes result from the presentation of any Note for payment (where presentation is required for payment) and the payment can be made without such withholding or deduction by the presentation of the Note for payment by at least one other paying agent, (ix) for any Taxes imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (or any amended or successor version of such sections) (“FATCA”), any regulations or other official guidance thereunder, any agreement entered into pursuant to section 1471(b)(1) of the Code, any intergovernmental agreement entered into between a non-U.S. jurisdiction and the United States in connection with FATCA or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA and (x) in respect of any combination of applicable Taxes referred to in the foregoing numbered preceding clauses of this proviso(i) through (ix). The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, Issuer shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with under applicable law.

Additional Amounts. (a) If All payments of, or in respect of, principal of, and any premium and interest on, the CompanySecurities shall be made without withholding or deduction for, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount for or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor Australia or any Pledgor) (hereinafter "Taxes") from any payment made under political subdivision or with respect to the Securitiestaxing authority thereof or therein, any Subsidiary Guarantee unless such taxes, duties, assessments or governmental charges are required by Australia or any Mortgaged Vessel, as applicablepolitical subdivision or taxing authority thereof or therein to be withheld or deducted. In that event, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall Company will pay such additional amounts of, or in respect of, the principal of, and any premium and interest on, the Securities ("Additional Amounts") as may be necessary so that will result (after deduction of such taxes, duties, assess-ments or governmental charges and any additional taxes, duties, assessments or governmental charges pay-able in respect of such) in the net amount received by payment to the Holder of each Holder (including Additional Amounts) after Security of the amounts which would have been payable in respect of such withholding Security had no such with-holding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; providedrequired, however, except that no Additional Amounts shall be so payable for or on account of: any withholding, deduction, tax, duty, assessment or other governmental charge which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, Australia or otherwise had some connection with respect Australia other than the mere ownership of, or receipt of payment under, such Security, provided that such Holder shall not be regarded as being connected with Australia for the reason that such Holder is a resident of Australia where, and to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which the extent that, such tax is subject to such Taxes payable by reason of its being connected with Section 128B(2A) of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding Income Tax Assessment Xxx 0000 of Securities or the receipt of payments thereunder Australia; (or under the related Subsidiary Guarantee), (iiB) which presents any presented such Security for payment of principal in Australia, unless presentation shall be required and such Security could not have been presented for payment elsewhere; or (C) presented such Security (where presentation is required) more than 60 thirty (30) days after the later of (x) the date on which the payment in respect of such Security first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due dateprovided for, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trusteewhichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting if it had presented such Security for payment on the last day within such period of the applicable 60-day period, thirty (iii30) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of days; any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other similar Taxgovernmental charge or any withholding or deduction on account of such taxes; any tax, (v) assessment or other governmental charge which is payable otherwise than by withholding or deduction from payments of (or in respect of) principal of, or any premium or interest on, the Securities; any withholding, deduction, tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security or, in the case of a fiduciary, a partnership or not the beneficial owner of any payment on a Global Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (Global Security to comply with a request of the Company addressed to such Holder or beneficial owner , as the case may be, (A) to provide information concerning the nationality, residence or identity of such Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of Australia or any political subdivision or taxing authority thereof or therein as a precondition to exemption from all or part of such withholding, deduction, tax, assessment or other governmental charge (including, without limitation, in the case of (i) a Holder or a beneficial owner who is a resident of Australia for tax purposes or (ii) a non-resident of Australia holding such Security or, in the case of a Global Security, owning a beneficial interest in such Global Security, in each case, through a permanent establishment in Australia, the quotation of an Australian Tax File Number or an Australian Business Number); any withholding, deduction, tax, assessment or other governmental charge that is imposed or withheld by reason of such Holder being an "associate" of the Company for the purposes of Section 128(F) of the Income Tax Assessment Xxx 0000 of Australia; or any withholding or deduction that is imposed or withheld as a consequence of a determination having been made under Part IVA of the Income Tax Assessment Xxx 0000 of Australia (or any modification thereof or provision substituted therefor) by the Commissioner of Taxation of the Commonwealth of Australia that withholding tax is payable in respect of a payment; or any withholding, deduction, tax, duty, assessment or other governmental charge which is imposed or withheld 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 the 26th-27th November 2000, or any law implementing or complying with, or introduced in order to conform to, such Directive; or any withholding, deduction, tax, duty, assessment or other governmental charge which is imposed or withheld on a payment with respect to a Security presented for payment by or on behalf of a Holder who would be able to avoid such withholding or deduction by presenting the Security to another Paying Agent in a Member State of the European Union; or any combination of items (1), (2), (3), (4), (5), (6), (7) and (8); nor shall Additional Amounts be paid with respect to any payment of, or in respect of, the principal of, or any premium or interest on, any such Security to any such Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would, under the laws of Australia or any political subdivision or taxing authority thereof or therein, be treated as being derived or received for tax purposes by a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to receive such Additional Amounts had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any context, any payment of, or in respect of, the principal of, or any premium or interest on, any Security of any series, such mention shall be 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 would be payable in respect thereof pursuant to the provisions of this Section, and any express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. At least 10 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee and the principal Paying Agent an Officer's Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee and such Paying Agent to pay such Additional Amounts to the Holders on the payment date; provided, however, that if 10 days prior to each date on which any such beneficiary, settlor, partner or beneficial owner had been payment is due and payable the Holder amount of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Companypayment has not yet been determined, the Subsidiary Guarantors or Company shall notify the Pledgors (or any Trustee of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawpromptly after such amount has been determined.

Additional Amounts. (a) If the Company, The Company hereby agrees that any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or amounts to be paid by the interpretation Company with respect to each Security shall be paid without deduction or administration thereof by the relevant government authority or agency to withhold or deduct withholding for any amount for or on account of any and all present or and future taxtaxes, dutylevies, levy, impost, assessment imposts or other governmental charge (including penaltiescharges whatsoever imposed, interest and other liabilities related thereto) imposed assessed, levied or levied collected by or on behalf for the account of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile Republic of Panama (or by or for the account of the jurisdiction of incorporation (other than the United States) of a successor corporation to the Company pursuant to Section 8.1, to the extent that such taxes first become applicable as a result of the successor corporation becoming the obligor on the Debt Securities) or any political subdivision or taxing authority thereof or agency therein ("Panamanian Taxes") or, if deduction or thereof having power to tax withholding of any Panamanian Taxes shall at any time be required by the Republic of Panama (or the jurisdiction of incorporation (other than the United States) of a successor corporation to the Company pursuant to Section 8.1) or any successor such subdivision or authority, the Company shall (subject to compliance by the Holder or beneficial owner of the Company, Security with any Subsidiary Guarantor or any Pledgorrelevant administrative requirements) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") in respect of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, as may be necessary so in order that the net amount received by each paid to the Holder (including Additional Amounts) of such Security or the Trustee under this Indenture, as the case may be, after such withholding deduction or deduction will not be less than withholding, shall equal the amount respective amounts of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, as specified in the Security to which such Holder would have received if such Taxes had not been withheld or deductedthe Trustee is entitled; provided, however, that no Additional Amounts the foregoing shall be payable with respect not apply to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) any present or future Panamanian Taxes which is subject would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of such Security being or having been a domiciliary, national or resident of, or engaging or having been engaged in business or maintaining or having maintained a permanent establishment or being or having been physically present in, the Republic of Panama (or the jurisdiction of incorporation of a successor corporation to the Company pursuant to Section 8.1) or such Taxes by reason of its being connected political subdivision or otherwise having or having had some connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding Republic of Securities Panama (or the receipt jurisdiction of payments thereunder (incorporation of a successor corporation to the Company pursuant to Section 8.1) or under such political subdivision other than the related Subsidiary Guarantee)holding or ownership of a Security, or the collection of principal of and interest, if any, on, or the enforcement of, a Security, (ii) any present or future Panamanian Taxes which presents any would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, such Security for payment of principal was presented more than 60 thirty days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due datewas provided for, the date on whichwhichever is later, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, or (iii) any present or future Panamanian Taxes which failed would not have been so imposed, assessed, levied or collected but for the failure to duly and timely comply with a reasonableany certification, timely request of the Company to provide information, documents identification or other evidence reporting requirements concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Republic of Panama (or Chile the jurisdiction of incorporation of a successor corporation to the Company pursuant to Section 8.1) or any political subdivision thereof of the Holder or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment Security, if compliance is required by statute or by rules or regulations of the Republic of Panama (or the jurisdiction of incorporation of a successor corporation to the Company pursuant to Section 8.1) or such political subdivision as a condition to relief or exemption from Panamanian Taxes. The provisions described in (i) through (iii) above are referred to herein as "Excluded Taxes." The Company or any successor to the Company, as the case may be, shall indemnify and hold harmless each Holder of the Securities and upon written request reimburse each Holder for the amount of (i) would not have been entitled to receive Additional Amounts any Panamanian Taxes levied or imposed and paid by such Holder of the Securities (other than Excluded Taxes) as a result of payments made with respect to such payment if such beneficiarythe Securities, settlor, partner or beneficial owner had been the Holder of such Security or (viii) any combination liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Panamanian Taxes with respect to payment of the foregoing numbered clauses of Additional Amounts or any reimbursement pursuant to this provisosentence. The Company or any successor to the Company, as the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicablecase may be, shall also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company or any successor to the Company, as the case may be, shall furnish the Trustee within 30 days after the date the payment of any Panamanian Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or any successor to the Company, as the case may be, which the Trustee shall forward to the Holders of the Securities. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payments, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and setting forth such other information as may be necessary to enable the Trustee to pay such Additional Amounts to Holders of the Securities on the payment date. Whenever in this Indenture or any Security there is mentioned, in any context, the payment of the principal, premium, if any, or interest, or sinking fund or analogous payment, if any, in respect of such Security or overdue principal or overdue interest or overdue sinking fund or analogous payment, such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention thereof in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Company (and any successor corporation to the Company pursuant to Section 8.1) under this Section 10.5 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Securities.

Additional Amounts. (a) If All payments made under or with respect to this Note under the Company, Indenture or pursuant to any Subsidiary Guarantor Note Guarantee must be made free and clear of and without withholding or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas(1) the United States, BoliviaGermany, LiberiaLuxembourg, Paraguaythe United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, Argentina(2) any jurisdiction from or through which payment on the Notes or any Note Guarantee is made, Panamaor 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 or engaged in business for tax purposes, Uruguay or Chile any political subdivision or by any governmental authority thereof or agency therein or thereof having the power to tax (or each a “Relevant Taxing Jurisdiction”), collectively, “Taxes”, unless the jurisdiction of incorporation of any successor of the CompanyIssuer, any Subsidiary relevant Guarantor or other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Issuer, a Guarantor or other applicable withholding agent is so required to withhold or deduct any Pledgor) (hereinafter "Taxes") amount for or on account of Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee Notes or any Mortgaged VesselNote Guarantee, the Issuer or such Guarantor, as applicablethe case may be, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will be required to pay such additional amounts amount ("such amount the “Additional Amounts"”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) received by each beneficial owner after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount the Holder such beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a any beneficial owner to the extent such Taxes are imposed by reason of (i) which is subject such beneficial owner being considered to such Taxes by reason of its being be or to have been connected with the Bahamasa Relevant Taxing Jurisdiction, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise other than by the mere acquisition, ownership, holding or disposition of Securities this Note, the enforcement of rights under this Note or under any Note Guarantee or the receipt of payments thereunder (in respect of this Note or under the related Subsidiary any Note Guarantee), or (ii) which presents such beneficial owner not completing any Security procedural formalities that it is legally eligible to complete and are necessary for the Issuer, Guarantors or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of principal more than 60 days after the later of this Note or any Note Guarantee a complete, correct and executed IRS Form W-8 or W-9 or substitute or successor form, as applicable, with all appropriate attachments or a comparable form required by another Relevant Taxing Jurisdiction). Further, no Additional Amounts shall be payable with respect to (xi) the date any Tax imposed on which payment first became due and (y) if the full amount payable has not been received interest by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile United States or any political subdivision or governmental authority thereofthereof or therein by reason of any beneficial owner holding or owning, if and actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote, (ii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the extent that due and timely compliance with such request would have reduced Issuer or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause Guarantor, (iii), ) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business or (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar TaxUnited States federal tax imposed pursuant to FATCA, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to German tax residents any Tax withheld by a German custodian, who is required to deduct the withholding tax from such payment if interest payments, provided that this Note is held in custody with such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoGerman custodian. The Company, the Subsidiary Guarantors or the Pledgors (Issuer or any of their respective successors), Guarantor (as applicable, shall ) required to withhold any Taxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or any Guarantor (as applicable) will use commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture, this Note or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or this Note, (3) interest or (4) any other amount payable on or with respect to this Note or any Note Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.. At least 30 days prior to each date on which payment of principal, premium, if any, interest or other amounts on this Note is to be made (unless an 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 the Issuer or a Guarantor will be obligated to pay Additional Amounts with respect to any such payment, the Issuer will promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers’ 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 or the Paying Agent to pay such Additional Amounts to the holders on the payment date. The Issuer or a Guarantor (as applicable) will pay to the Trustee or the Paying Agent such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the holders upon request. The foregoing obligations in this Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Paragraph 2 to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor All payments made on Book-Entry Interests will be made free and clear of and without deduction or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount withholding for or on account of any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) imposed charges of whatever nature unless the withholding or levied deduction is then required by law. If any such deduction or on behalf of withholding is required by the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor United Kingdom or any Pledgor) political subdivision or taxing authority thereof or therein (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, each owner of Book-Entry Interests shall pay such be entitled to receive from the Global Depositary additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made any such payment, but subject to the limitations contained in the Indenture, such Additional Amounts and limitations to be applied for these purposes by treating the owner of any Book-Entry Interests as a Holder or beneficiary of such payments (an "Excluded Holder") referred to in respect of a beneficial owner (i) which is subject Section 1016 - Additional Amounts in the Indenture). At least 10 days prior to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the first date on which withholding on account of Taxes would be required under applicable law or payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise be required pursuant to this Section 2.15 to be made, and at least 10 days prior to any subsequent such date if there has been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts change with respect to such payment matters, the Company will furnish the Global Depositary with an Officers' Certificate that shall specify by country the amount, if any, required to be withheld on such beneficiarypayments to the Depositary and the amount of Additional Amounts payable to the Depositary, settlor, partner net of amounts to which the Depositary or beneficial any owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoa Book-Entry Interest is not entitled. The CompanyGlobal Depositary shall have no responsibility for determining whether the Depositary or any owner of a Book-Entry Interest is entitled to the payment of Additional Amounts, but shall be entitled to rely conclusively for this purpose on the Officers' Certificate or on certifications from the Depositary. The Company shall indemnify the Global Depositary for, and hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officers' Certificate furnished to it pursuant to this Section 2.15 or failure to furnish any such Officers' Certificate. Notwithstanding anything to the contrary provided above, the Subsidiary Guarantors Global Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it from the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawCompany for that purpose.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments by the interpretation or administration thereof Issuer in respect of this Note and the Indenture and by the relevant government authority Guarantor in respect of the Guarantee and the Indenture will be made free and clear of and without deduction or agency to withhold or deduct any amount withholding for or on account of any present or future taxtaxes, dutyduties, levyassessments, impost, assessment fees or other governmental charge charges (including penalties, interest and other liabilities related thereto"Taxes") imposed or levied by or on behalf of Luxembourg, the BahamasRussian Federation, Boliviaany jurisdiction from or through which a payment is made, Liberiaor any political subdivision or taxing authority thereof or therein (each, Paraguaya "Taxing Jurisdiction"), Argentina, Panama, Uruguay unless such withholding or Chile deduction is required by law. If the Issuer is required to make any withholding or by any authority deduction for or agency therein or thereof having power to tax (or the jurisdiction of incorporation on account of any successor Taxes from any payment made under or with respect to this Note, or if the Guarantor is required to make any withholding or deduction for or on account of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes imposed by a Taxing Jurisdiction from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableGuarantee, the CompanyIssuer (or, such Subsidiary Guarantor or such Pledgor (or any in respect of their respective successors)the Guarantee, the Guarantor) will pay as applicable, shall pay additional interest to the Holder of this Note such additional amounts (the "Additional Amounts") as may be necessary so in order that every net payment made by the net amount received Issuer on this Note or by each Holder (including Additional Amounts) the Guarantor on the Guarantee after such deduction or withholding for or deduction on account of any Taxes will not be less than the amount then due and payable on this Note or the Holder would have received if such Taxes had not been withheld or deducted; providedGuarantee. The foregoing obligation to pay Additional Amounts, however, that no Additional Amounts shall be payable with respect will not apply to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner any (i) which is subject to such Taxes by reason that would not have been imposed but for the existence of its being connected with any present or former connection between the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise Holder of this Note and any Taxing Jurisdiction other than by the mere receipt of such payment or the ownership or holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), this Note; (ii) which presents any Security Taxes that would not have been imposed but for the presentation by the Holder of this Note for payment of principal on a date more than 60 30 days after the later of (x) date on which such payment became due and payable or the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due datethereof is duly provided for, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, whichever occurs later; (iii) which failed Taxes required to duly and timely be deducted or withheld by any Paying Agent from a payment on this Note or the Guarantee, if such payment can be made without deduction or withholding by any other Paying Agent; (iv) Taxes that would not have been imposed but for the failure of the Holder to comply with a reasonable, timely the Issuer's written request of addressed to the Company Holder at least 60 days prior to the relevant payment to provide informationinformation with respect to any reasonable certification, documents documentation, information or other evidence reporting requirement concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile Taxing Jurisdiction of the Holder of such Note; (v) Taxes imposed on a payment to an individual that are required to be made pursuant to European Union Directive 2003/48/EC or any political subdivision other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or authority thereofany law implementing or complying with, if and or introduced in order to the extent that due and timely compliance with conform to, such request would have reduced Directive; or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (ivvi) on account of any estate, inheritance, gift, sale, transfer, personal property sale or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawexcise tax.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or Any payments made by the interpretation Guarantor under or administration thereof by with respect to the relevant government authority Securities pursuant to the Security Guarantee will be made free and clear of and without withholding or agency to withhold or deduct any amount 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 BahamasGovernment of the Republic of Argentina or of any subdivision, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay province or Chile territory thereof or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") ), unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicableSecurity Guarantee, the CompanyGuarantor will, on or prior to the due date for the payment thereof, pay any such Subsidiary Guarantor or such Pledgor (or any of their respective successors)Taxes to the appropriate governmental authority, as applicable, shall and will pay such additional amounts ("Additional Amounts") as may be necessary necessary, so that the net amount received by each Holder of Securities (including Additional Amounts) after such withholding or deduction will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder (an "Excluded Holder") (i) who is liable for taxes or duties in respect of a beneficial owner (i) which is subject to such Taxes Security by reason of its being connected having some connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise Argentina other than by the mere holding of Securities such Security or the receipt of payments thereunder (principal or under the related Subsidiary Guarantee), interest in respect thereof; (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account in respect of any estate, inheritance, gift, salesales, transfer, transfer or personal property tax or any similar tax, assessment or governmental charge; or (iii) in respect of any tax, assessment or other similar Taxgovernmental charge which would not have been imposed but for any failure to comply with certification, (v) which is a fiduciaryinformation or other report requirements concerning the nationality, a partnership residence or not identity of the beneficial owner of any payment on a Security, if and to the extent that any beneficiary Holder or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such Security, if such compliance is required by statute or by regulation of Argentina or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge. The Guarantor will, upon written request of any Holder (other than an Excluded Holder), reimburse such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Securities and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), but excluding any such Taxes on such Holder's net income so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment (as under or with respect to the case may be) would not have been entitled Securities is due and payable, if the Guarantor will be obligated to receive pay Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Companypayment, the Subsidiary Guarantors Guarantor will deliver to the relevant Trustee and Paying Agents an Officers' Certificate stating the amount of Taxes required to be deducted or withheld and certifying that the Pledgors (or any of their respective successors), as applicable, Guarantor shall make such deduction or withholding and pay such Taxes and stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. The Trustee and each Paying Agent shall be fully protected in relying upon any Officers' Certificates furnished pursuant to this paragraph or deduction and remit upon the full failure of the Guarantor to furnish any such Officers' Certificate. Whenever either in this Indenture or in the Securities there is mentioned, in any context, the payment of principal (or premium, if any), Redemption Price, interest or any other amount deducted payable under or withheld with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the relevant authority as and when required extent that, in accordance with applicable lawsuch context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments made by the interpretation Issuer, under or administration thereof with respect to this Note, and by the relevant government authority Guarantor under or agency with respect to withhold the Parent Guarantee, shall be made free and clear of and without withholding or deduct any amount 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 Bahamasgovernment of Luxembourg, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay The Netherlands or Chile Poland or by any political subdivision or taxing authority or agency thereof or therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") unless the Issuer or the Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to this Note or the SecuritiesParent Guarantee, any Subsidiary Guarantee or any Mortgaged Vessel, as applicablerespectively, the Company, such Subsidiary Issuer or the Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the such Holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to payments made to a (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an "Excluded Holder"estate, nominee, trust or corporation) in respect and Luxembourg, The Netherlands or Poland or any political subdivision or taxing authority or agency thereof or therein (other than the mere receipt of a beneficial owner such payment or the ownership or holding outside of Luxembourg, The Netherlands or Poland of such Note); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest on such Note; nor will Additional Amounts be paid (i) which is subject to if the payment could have been made without such Taxes by reason deduction or withholding if the beneficiary of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by payment had presented the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security Note for payment of principal more than 60 within 30 days after the later of (x) date on which such payment or such Note became due and payable or the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due datethereof is duly provided for, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trusteewhichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment had the Note been presented on the last day of the applicable 60such 30-day period, or (iiiii) which failed with respect to duly and timely comply with any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a reasonable, timely request of the Company to provide information, documents fiduciary or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile partnership or any political subdivision or authority thereofPerson other than the sole beneficial owner of such payment, if and to the extent that due and timely compliance a beneficiary or settlor with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable respect to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor member of such fiduciary, any partner in such a partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive the Additional Amounts with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been the actual Holder of such Security Note or (viiii) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such where a Holder would have been able to avoid withholding or deduction by presenting such Note to another Paying Agent for payment. The foregoing provisions shall survive any termination or discharge of the Indenture and remit the full amount deducted or withheld shall apply mutatis mutandis to any jurisdiction in which any successor Person to the relevant Issuer or the Guarantor is organized or any political subdivision or taxing authority as and when required in accordance with applicable lawor agency thereof or therein.

Additional Amounts. (a) If At least 10 days prior to the Companyfirst date on which payment of principal, premium, if any, or interest on the Notes is to be made, and at least 10 days prior to any Subsidiary Guarantor or subsequent such date if there has been any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or change with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicablematters set forth in the Officers’ Certificate described in Section 4.20 of the Indenture, the CompanyIssuer will furnish the Book-Entry Depositary with an Officers’ Certificate specifying whether such payment of principal, such Subsidiary Guarantor premium, if any, or such Pledgor (or any of their respective successors), as applicable, interest on the Notes shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such made without withholding or deduction will for, or on account of, any Taxes and the amount, if any, required to be withheld on such payments and the amount, if any, of additional amounts payable, net of amounts to which the Depositary or owner of Book-Entry Interests is not be less than entitled. The Book-Entry Depositary shall have no responsibility for determining whether the amount Depositary or any owner of a Book-Entry Interest is entitled to the Holder would have received if such Taxes had not been withheld or deducted; providedpayment of Additional Amounts, however, that no Additional Amounts but shall be payable with respect entitled to payments made rely conclusively for this purpose on the Officers’ Certificate or on certifications from the Depositary. The Issuer shall, prior to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due the Book-Entry Depositary is required to make such payment, pay to the Book-Entry Depositary amounts equal to any Additional Amounts payable on such date by the Book-Entry Depositary under this Agreement. The Issuer shall indemnify the Book-Entry Depositary for, and (y) if hold it harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by it in reliance on any Officers’ Certificate furnished to them pursuant to this Section 2.15 or failure to furnish any such Officers’ Certificate. Notwithstanding anything to the full amount payable has not been contrary provided above, the Book-Entry Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it from the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to Issuer for that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawpurpose.

Additional Amounts. (a) If All payments made under or with respect to this Note under the Company, Indenture or pursuant to any Subsidiary Guarantor Note Guarantee must be made free and clear of and without withholding or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 Bahamas(1) the United States, BoliviaGermany, LiberiaLuxembourg, Paraguaythe United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, Argentina(2) any jurisdiction from or through which payment on the Notes or any Note Guarantee is made, Panamaor 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 or engaged in business for tax purposes, Uruguay or Chile any political subdivision or by any governmental authority thereof or agency therein or thereof having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes”, unless the Issuer, relevant Guarantor or other applicable withholding agent is required to withhold or deduct Taxes by law or by the jurisdiction of incorporation of any successor interpretation or administration thereof by the relevant government authority or agency. If the Issuer, a Guarantor or other applicable withholding agent making a payment on behalf of the Company, Issuer or a Guarantor is so required to withhold or deduct any Subsidiary Guarantor amount for or any Pledgor) (hereinafter "Taxes") on account of Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee Notes or any Mortgaged VesselNote Guarantee, the Issuer or such Guarantor, as applicablethe case may be, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will be required to pay such additional amounts amount ("such amount the “Additional Amounts"”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) received by each holder after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount the Holder such holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable with respect to payments made to a Holder (an "Excluded Holder") in respect any holder to the extent such Taxes are imposed by reason of a beneficial owner (i) which is subject such holder or beneficial owner being considered to such Taxes by reason of its being be or to have been connected with the Bahamasa Relevant Taxing Jurisdiction, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise other than by the mere acquisition, ownership, holding or disposition of Securities this Note, the enforcement of rights under this Note or under any Note Guarantee or the receipt of payments thereunder (in respect of this Note or under the related Subsidiary any Note Guarantee), or (ii) which presents such holder or beneficial owner not completing any Security procedural formalities that it is legally eligible to complete and are necessary for the Issuer, Guarantors or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of principal more than 60 days after the later of this Note or any Note Guarantee a complete, correct and executed IRS Form W-8 or W-9 or substitute or successor form, as applicable, with all appropriate attachments or a comparable form required by another Relevant Taxing Jurisdiction). Further, no Additional Amounts shall be payable with respect to (xi) the date any Tax imposed on which payment first became due and (y) if the full amount payable has not been received interest by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile United States or any political subdivision or governmental authority thereofthereof or therein by reason of any beneficial owner holding or owning, if and actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote, (ii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the extent that due and timely compliance with such request would have reduced Issuer or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause Guarantor, (iii), ) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business or (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar TaxUnited States federal tax imposed pursuant to FATCA, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to German tax residents any Tax withheld by a German custodian, who is required to deduct the withholding tax from such payment if interest payments, provided that this Note is held in custody with such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoGerman custodian. The Company, the Subsidiary Guarantors or the Pledgors (Issuer or any of their respective successors), Guarantor (as applicable, shall ) required to withhold any Taxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or any Guarantor (as applicable) will use commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture, this Note or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or this Note, (3) interest or (4) any other amount payable on or with respect to this Note or any Note Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. At least 30 days prior to each date on which payment of principal, premium, if any, interest or other amounts on this Note is to be made (unless an 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 the Issuer or a Guarantor will be obligated to pay Additional Amounts with respect to any such payment, the Issuer will promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers’ 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 or the Paying Agent to pay such Additional Amounts to the holders on the payment date. The Issuer or a Guarantor (as applicable) will pay to the Trustee or the Paying Agent such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the holders upon request. The foregoing obligations in this Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Paragraph 2 to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) If All payments made under or with respect to the Company, Notes under the Indenture or pursuant to any Subsidiary Guarantor Note Guarantee must be made free and clear of and without withholding or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount 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 (1) the BahamasUnited States, BoliviaGermany, LiberiaLuxembourg, Paraguaythe United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, Argentina(2) any jurisdiction from or through which payment on the Notes is made, Panamaor 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, Uruguay or Chile any political subdivision or by any governmental authority thereof or agency therein or thereof having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the Issuer or any Guarantor is required to withhold or deduct Taxes by law or by the jurisdiction of incorporation of interpretation or administration thereof by the relevant government authority or agency provided, however, that in determining what withholding is required by law for U.S. federal income and withholding tax purposes, the Issuer and any successor Guarantor shall be entitled to treat any payments on or in respect of the Company, any Subsidiary Guarantor Notes as if the Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. If the Issuer or any Pledgor) (hereinafter "Taxes") Guarantor 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 SecuritiesNotes, any Subsidiary Guarantee the Issuer or any Mortgaged Vesselsuch Guarantor, as applicablethe case may be, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will be required to pay such additional amounts ("amount — “Additional Amounts") ” — as may be necessary so that the net amount received by each Holder (including Additional Amounts) received by each Holder after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable with respect to payments made to a any Holder (an "Excluded Holder") in respect of a or beneficial owner to the extent such Taxes are imposed by reason of (i) which is subject to such Taxes by reason of its being or having been connected with the BahamasRelevant Taxing Jurisdiction or any political subdivision or governmental authority thereof or therein having the power to tax, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding acquisition, ownership, holding, disposition or enforcement of Securities the Notes or the receipt of payments thereunder (thereunder, or under the related Subsidiary Guarantee), (ii) which presents such Holder or beneficial owner not cooperating with the Issuer or the Guarantors in completing any Security procedural formalities that it is legally eligible to complete and are necessary for the Issuer or the Guarantors to pay or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of principal more than 60 days after a Note a complete, correct and executed IRS Form W-8 or W-9 or successor form, as applicable, with all appropriate attachments); provided, however, that for purposes of this obligation to pay Additional Amounts, the later Issuer and any Guarantor shall be entitled, for U.S. federal income and withholding tax purposes, to treat any payments on or in respect of (x) the date on which payment first became due and (y) Notes as if the full amount Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. Further, no Additional Amounts shall be payable has not been received with respect to (i) any Tax imposed by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile United States or any political subdivision or governmental authority thereof, if and to the extent that due and timely compliance with such request would have reduced thereof or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) therein on account interest by reason of any estateHolder or beneficial owner holding or owning, inheritanceactually or constructively, gift, sale, transfer, personal property 10 percent or other similar Tax, more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote or (vii) which any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or beneficial owner being a controlled foreign corporation that is a fiduciary, a partnership or not related person within the beneficial owner meaning of any payment on a Security, if and to Section 864(d)(4) of the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts Code with respect to such payment if such beneficiary, settlor, partner the Issuer or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoGuarantor. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall Issuer will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer will furnish to the Trustee, within 30 days after the date the payment of any Taxes is due under applicable law, certified copies of tax receipts evidencing such payment by the Issuer. Wherever in the Indenture or the Notes there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, (3) interest or (4) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the United States (or any political subdivision thereof or therein) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of the United States or there is a new issuer organized outside of the United States, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change, or in connection with, the enforcement of the Notes or any such other document or instrument. The foregoing obligations will survive any termination, defeasance or discharge of the Indenture. References in this section (“Additional Amounts”) to the Issuer or Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) If Any payments made by or on behalf of the CompanyIssuer or Guarantor under or with respect to the Debentures (including, without limitation, any Subsidiary Guarantor Common Share Payment) (in this Section 2.16, such payment, a “Debenture Payment”) will be made free and clear of and without withholding or any Pledgor (or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Government of Canada or Chile of any province or territory of Canada or by any authority or agency thereof or therein or thereof having power to tax tax, including, without limitation any such charges or taxes imposed under Part XIII of the Income Tax Act (Canada) (or the jurisdiction of incorporation of any successor legislation of the Company, any Subsidiary Guarantor or any Pledgorsimilar effect) (hereinafter "“Taxes") ”), unless the Issuer or Guarantor is required to withhold or deduct any amount, for or on account of, Taxes by Applicable Law. If the Issuer or Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment Debenture Payment made under or with respect to the SecuritiesDebentures, any Subsidiary Guarantee the Trustee will make such withholding or any Mortgaged Vesseldeduction and will remit the full amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the Issuer or Guarantor, as applicable, will pay to the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay Trustee for payment to the relevant Holder such additional amounts ("the “Additional Amounts"”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such the withholding or deduction of any Indemnified Taxes will not be less than the amount the such Holder would have received if such Indemnified Taxes had not been withheld or deducted; provided. For this purpose, however, that no Additional Amounts shall be payable with respect to payments made to Indemnified Taxes means Taxes other than Taxes imposed on a Holder (an "Excluded Holder") in respect of a beneficial owner or Beneficial Holder (i) which is subject to such Taxes by reason of its such Holder or Beneficial Holder being connected a Person with whom the BahamasIssuer or Guarantor is not dealing at arm’s length for the purposes of the Income Tax Act (Canada) at the time of making a Debenture Payment, Bolivia(ii) by reason of such Holder or Beneficial Holder being, Liberiaor not dealing at arm’s length with, Paraguaya “specified shareholder” as defined in subsection 18(5) of the Income Tax Act (Canada) of the Issuer or Guarantor, Argentina(iii) by reason of the existence of any present or former connection (including, Panamawithout limitation, Uruguay carrying on business or Chile otherwise than having a permanent establishment or fixed base) between such Holder or Beneficial Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or Beneficial Owner, if such Holder or Beneficial Owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein, other than, in either case, solely by reason of the Holder’s or Beneficial Holder’s activity in connection with purchasing the Debentures, the mere holding of Securities the Debentures or the receipt of receiving payments thereunder (or under the related Subsidiary Guarantee)such Debentures, (iiiv) by reason of the failure to comply with any certification, identification, information documentation or other reporting requirement required by Applicable Law or an applicable treaty as a precondition to, exemption from, or a reduction in the rate of deduction or withholding of such Taxes, (v) that is an estate, inheritance, gift, sales, transfer or personal property Tax or any similar Tax with respect to a Debenture; (vi) that is a branch profits Tax, franchise Tax or Tax imposed on net income or capital; (vii) that is a Tax which presents any Security would not have been imposed but for the presentation of a Debenture (where presentation is required) for payment of principal on a date more than 60 30 days after (I) the later of date on which such payment became due and payable or (xII) the date on which payment first became due and thereof is duly provided for, whichever occurs later; (yviii) if the full amount payable has not been received by the Trustee on that is a withholding or prior deduction imposed pursuant to such due date, the date on which, the full amount payable having been so received, notice (I) Sections 1471 to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day 1474 of the applicable 60-day periodU.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, (iiiII) which failed any treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to duly FATCA or any similar legislation imposed by any other governmental authority, or (III) any agreement between Issuer and timely comply with a reasonable, timely request the United States or any authority thereof implementing FATCA; or (ix) that arises from any combination of the Company to provide informationitems listed above, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated nor shall Indemnified Taxes include any Taxes as with respect to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and Debenture to the extent that any beneficiary a holder who is a fiduciary or settlor of such fiduciary, any partner in such partnership or any person other than the sole beneficial owner of such payment (as to the case may be) extent 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 with respect to such payment if had such beneficiary, settlor, partner member or beneficial owner had been held its interest in the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable lawDebenture directly.

Additional Amounts. (a) If All payments made by the Company, any Subsidiary Guarantor Issuer or any Pledgor (or any of their respective successors)the Guarantors, as applicable, under or in respect of the Debt Securities or the Guarantees will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges imposed or levied by or on behalf of the government of any jurisdiction, including Canada or any province or territory thereof, or by any authority or agency therein or thereof having power to tax, all of which are herein referred to as “Taxes,” unless the Issuer or such Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority governmental authority. If the Issuer or agency any Guarantor is required to withhold or deduct any amount 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Taxes from any payment made under or with in respect to of the SecuritiesDebt Securities or the Guarantees, any Subsidiary Guarantee the Issuer or any Mortgaged Vesselsuch Guarantor, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will pay such additional amounts ("amounts, which are herein referred to as “Additional Amounts") ,” as may be necessary so that the net amount received by each Holder of a Debt Security (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided. However, however, that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder (of a Debt Security, which we refer to as an "“Excluded Holder") ,” in respect of a beneficial owner owner, (i) with which the Issuer or such Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected presently or formerly with the Bahamasany jurisdiction, Boliviaincluding Canada or any province or territory thereof, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by reason of the mere Holder’s purchase of the Debt Securities, the holding of Debt Securities or the receipt of payments thereunder (or under in respect of the related Subsidiary Guarantee)Debt Securities, (iiiii) which presents any such Debt Security for payment of principal (where presentation is required) more than 60 30 days after the later relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Debt Security for payment on the last day of such 30 day period); for this purpose, the “relevant date” in relation to any payments on any Debt Security means: (xA) the due date on which for payment first became due and thereof, or (yB) if the full amount of the monies payable on such date has not been received by the Trustee on or prior to such due date, the date on which, which the full amount payable having of such monies has been so received, received and notice to that effect shall have has been duly given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply Debt Securities in accordance with a reasonable, timely request of the Company to provide information, documents this Indenture or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account who could lawfully avoid or reduce (but has not so avoided or reduced) such withholding or deduction by complying, or procuring that any third party comply with, any statutory requirements or by making, or procuring that any third party make, a declaration of any estatenon-residence, inheritance, gift, sale, transfer, personal property eligibility for treaty benefits or other similar Taxclaim for exemption or reduction to any relevant tax authority, (v) which is a fiduciarythe Issuer and such Guarantor, a partnership or not the beneficial owner of any payment on a Security, if and to the extent as appropriate; provided that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been of a reduction, the Holder shall be entitled to receive Additional Amounts with respect up to such payment if such beneficiary, settlor, partner or beneficial owner the reduced amount that would have applied had been it made the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoappropriate claim. The Company, Issuer and the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall applicable Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer 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 by the Issuer or the applicable Guarantor or other evidence of such payment satisfactory to the Trustee. If any Holder pays any Taxes or other amounts in respect of payments that the Issuer or Guarantors pay to such Holder, the Issuer and each Guarantor shall indemnify and hold harmless each Holder of Debt Securities (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (x) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Debt Securities or the Guarantees, and (y) any Taxes levied or imposed and paid by such Holder with respect to any reimbursement under (x) above, but excluding any such Taxes on such Holder’s net income or capital. A certificate of the Holder (or the Trustee on behalf of the Holder) accompanying the written request and containing reasonable detail as to the amount of Taxes to be reimbursed shall be determinative, absent manifest error, of the amount due from the Issuer and Guarantors to the Holder under this Indemnification.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required 2.7.1 All payments made by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount for or on account of any obligation of the Issuer under or with respect to the Trust Notes – Series 2022-A, or by or on account of any obligation of the Credit Supporter under or with respect to the Guarantee, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Government of Canada or Chile any province or territory thereof or by any authority or agency therein or thereof having power to tax (collectively, "Canadian Taxes"), unless the Issuer or the jurisdiction Credit Supporter is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Issuer or the Credit Supporter is so required to withhold or deduct any amount for or on account of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") Canadian Taxes from any payment made under or with respect to the Securities, any Subsidiary Guarantee Trust Notes – Series 2022-A or any Mortgaged Vessel, as applicablethe Guarantee, the Company, such Subsidiary Guarantor Issuer or such Pledgor (or any of their respective successors), as applicable, the Credit Supporter shall pay as additional interest such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) with which the Issuer or the Credit Supporter does not deal at arm's length (for purposes of the Income Tax Act (Canada)) at the time the amount is paid or payable, (ii) where the payment is in respect of a debt or other obligation to pay an amount to a person with whom the payor is not dealing at arm's length for the purposes of the Income Tax Act (Canada), (iii) which is subject to such Canadian Taxes by reason of such Holder's failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iv) where all or any portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), (v) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with the BahamasCanada or any province or territory thereof (including, Boliviawithout limitation, Liberiaby being or having been a national, Paraguaydomiciliary or resident, Argentinaor treated as a resident, Panamaof, Uruguay or Chile physically present in or having had a permanent establishment in, Canada or any province or territory thereof) otherwise than by the mere acquisition, holding or disposition of Securities Trust Notes – Series 2022-A or the receipt of payments thereunder or enforcement of rights thereunder, (vi) in respect of any applicable Canadian Taxes that are payable other than by withholding from payments under or under with respect to the related Subsidiary GuaranteeTrust Notes – Series 2022-A (other than taxes payable pursuant to Regulation 803 of the Income Tax Act (Canada) or any similar successor provision), (iivii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account in respect of any estate, inheritance, gift, sale, transfer, personal property property, excise or other similar Taxapplicable Canadian Taxes, (vviii) which is a fiduciary, a partnership or not if the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) applicable taxes would not have been imposed but for the presentation of such Trust Note – Series 2022-A (in cases in which presentation is required) more than 30 days after the later of the date on which the relevant payment became due and payable pursuant to the terms thereof or was made or duly provided for (except to the extent such Holder would have been entitled to receive such Additional Amounts with respect to had such payment if such beneficiary, settlor, partner or beneficial owner had Trust Note – Series 2022-A been presented on the Holder last day of such Security 30-day period), (ix) in respect of any applicable Canadian Taxes to the extent such Canadian Taxes result from the presentation of any Trust Notes – Series 2022-A for payment (where presentation is required for payment) and the payment can be made without such withholding or deduction by the presentation of the Trust Notes – Series 2022-A for payment by at least one other paying agent, (x) for any taxes imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code") (or any amended or successor version of such sections) ("FATCA"), any regulations or other official guidance thereunder, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into between a non-U.S. jurisdiction and the United States in connection with FATCA or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or (vixi) in respect of any combination of applicable taxes referred to in the foregoing numbered preceding clauses of this proviso(i) through (x). The Company, the Subsidiary Guarantors Issuer or the Pledgors (or any of their respective successors), as applicable, Credit Supporter shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with under applicable law.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any All payments in respect of their respective successors), as applicable, is required by law or Global Debentures made by the interpretation Book-Entry Depositary pursuant to this Agreement shall be made free and clear of, and without deduction or administration thereof by the relevant government authority or agency to withhold or deduct any amount for withholding for, or on account of of, any present or future taxtaxes, dutyduties, levyassessments or governmental charges of whatever nature imposed, impostlevied, assessment collected, withheld or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied assessed by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile within a Taxing Jurisdiction or by or within any political subdivision thereof or any authority or agency therein or thereof having power to tax ("Gross-Up Taxes"), unless the withholding or deduction is then required by law. In the event that such withholding or deduction is required to be made, the Book-Entry Depositary shall pay to the Depositary such Additional Amounts that have been paid by the Issuer or the jurisdiction of incorporation of any successor Guarantor to the Book-Entry Depositary as will result in the payment to the Depositary of the Companyamount that would otherwise have been receivable by such party, as appropriate, in the absence of such withholding or deduction; provided, that Additional Amounts need only be paid to the Depositary to the extent that payments of Additional Amounts from the Issuer or the Guarantor are required under Section 3.12 of the Indenture. At least 10 days prior to the first interest payment date, and at least 10 days prior to each succeeding interest payment date if there has been any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") from any payment made under or change with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicablematters set forth in the below-mentioned Officers' Certificate, the Company, Issuer will furnish the Book-Entry Depositary with an Officers' Certificate instructing the Book-Entry Depositary whether such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date of, premium, if any, or interest on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect Book-Entry Interests shall have been given be made to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security Depositary without deduction or withholding for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estateGross-Up Taxes. If any such deduction or withholding shall be required, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect prior to such interest payment if such beneficiary, settlor, partner or beneficial owner had been date the Holder of such Security or (vi) any combination of Issuer will furnish the foregoing numbered clauses of this proviso. The Company, Book-Entry Depositary with an Officers' Certificate that specifies the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount required to be deducted or withheld on such payment. The Issuer shall indemnify the Book-Entry Depositary, its officers, directors and employees for, and hold it harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officers' Certificate furnished to the relevant authority as and when required in accordance with applicable lawit pursuant to this Section 2.13.

Additional Amounts. (a) If Except to the Companyextent required by any applicable law, regulation or governmental policy, any Subsidiary Guarantor and all payments of, or in respect of, any Pledgor (or any Secured Note shall be made free and clear of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount and without deduction for or on account of any and all present or future taxtaxes, dutylevies, levyimposts, impostdeduction, assessment charges or withholdings and all liabilities with respect thereto imposed by the British Virgin Islands, Brazil, the United States of America or any other governmental charge (including penaltiesjurisdiction with which the Issuer, interest and other liabilities related thereto) imposed Pride or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor has some connection (including any jurisdiction from or through which payments under the Secured Notes, the Pride Guarantee or the Subsidiary Guarantees (if any) are made or in which the Mortgaged Rigs are located) or any Pledgor) political subdivision of or any taxing authority in any such jurisdiction (hereinafter collectively, "Taxes" and any such jurisdiction or political subdivision or taxing authority, a ") from any payment made under Tax Jurisdiction"). If the Issuer, Pride or with respect to the Securities, any Subsidiary Guarantor shall be required by law to withhold any Taxes from or in respect of any sum payable under the Secured Notes, the Pride Guarantee or any Mortgaged Vessel, as applicablea Subsidiary Guarantee, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, sum payable by the Issuer under the Secured Notes shall pay such additional amounts be increased by the amount ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount making all required withholdings and deductions, the Holder or beneficial owner of a Secured Note shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings and deductions been withheld or deductedmade; provided, however, PROVIDED that no Additional Amounts any such sum shall not be payable with respect to payments made paid to a Holder (an "Excluded Holder") (i) in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or resulting from the beneficial owner of such payment Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Pride Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Pride Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Pride Guarantee or any applicable Subsidiary Guarantee, (as the case may beii) in respect of any Taxes that would not have been entitled to receive Additional Amounts with respect to imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later, or (iii) in respect of United States federal income Taxes, if such beneficiaryHolder fails to provide to the Issuer, settlorwithin 30 days of a request by the Issuer, partner complete and valid IRS Form W-8 or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this provisoother form establishing an exemption from United States withholding Taxes. The CompanyIssuer, Pride or the Subsidiary Guarantors or the Pledgors (or any of their respective successors)Guarantors, as applicable, shall will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law, and, in any such case, the Issuer will furnish to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Taxes, is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer, Pride or the Subsidiary Guarantors, as applicable. The Issuer will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Taxes so levied or imposed and paid by such holder as a result of payments under or with respect to any Secured Notes, and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Pride Guarantee or the applicable Subsidiary Guarantees after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Issuer will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. If any Holder or beneficial owner of any Secured Note receives a refund of Taxes after the Issuer, Pride or any Subsidiary Guarantor, as applicable, has paid any Additional Amounts, such Holder or beneficial owner shall reimburse the Issuer, Pride or any Subsidiary Guarantor, as applicable, for any amount of such refund. In addition, the Issuer will pay any present or future stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, in respect of the creation, issue and offering of the Secured Notes payable in the United States, the British Virgin Islands, Brazil or any political subdivision thereof or taxing authority of or in the foregoing. The Issuer will also pay and indemnify the Trustee and the Holders of the Secured Notes from and against all court fees and taxes or other taxes and duties, including interest and penalties, paid by any of them in any jurisdiction in connection with any action permitted to be taken by the Holders or the Trustee to create Liens on the Collateral or to enforce the Obligations of the Issuer, Pride or the Subsidiary Guarantors under the Secured Notes, the Indenture, the Pride Guarantee, the Subsidiary Guarantees, the Issuer Loans or the Security Agreements. Whenever there is mentioned, in any context, the payment of principal, premium or interest in respect of any Secured Note or the net proceeds received on the sale or exchange of any Secured Note, such mention shall be deemed to include the payment of Additional Amounts or Special Interest provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the Indenture.

Additional Amounts. (a) If All payments made by the CompanyIssuer under or with respect to the Securities, by the Company under or with respect to the Company Guarantee and by any Subsidiary Guarantor under or with respect to its Subsidiary Guarantee (the Issuer, the Company and any Pledgor (such Subsidiary Guarantor being referred to for purposes of this paragraph individually as an "Obligor" and collectively as the "Obligors") will be made free and clear of, and without withholding or any of their respective successors), as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount deduction for or on account of 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 Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay Government of Canada or Chile of any province or territory thereof or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any PledgorObligor) (hereinafter hereunder "Taxes") ), unless the applicable Obligor or any successor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant governmental authority or agency. If any Obligor or any successor, as the case may be, 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 Securities, any Subsidiary the Company Guarantee or any Mortgaged Vessel, as applicable, the CompanySubsidiary Guarantee, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall Obligor will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, PROVIDED that no Additional Amounts shall will be payable with respect to payments a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner (ia) with which the Issuer does not deal at arm's-length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or (b) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile Canada or any political subdivision province or authority territory thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.

Additional Amounts. (a) If the Company, The Company hereby agrees that any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or amounts to be paid by the interpretation Company with respect to each Security shall be paid without deduction or administration thereof by the relevant government authority or agency to withhold or deduct withholding for any amount for or on account of any and all present or and future taxtaxes, dutylevies, levy, impost, assessment imposts or other governmental charge (including penaltiescharges whatsoever imposed, interest and other liabilities related thereto) imposed assessed, levied or levied collected by or on behalf for the account of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile United Kingdom (or by or for the account of the jurisdiction of incorporation (other than the United States) of a successor corporation to the Company pursuant to Section 8.1, to the extent that such taxes first become applicable as a result of the successor corporation becoming the obligor on the Debt Securities) or any political subdivision or taxing authority thereof or agency therein ("Covered Taxes"). If deduction or thereof having power to tax withholding of any Covered Taxes shall at any time be required by the United Kingdom (or the jurisdiction of incorporation (other than the United States) of a successor corporation to the Company pursuant to Section 8.1) or any successor political subdivision or taxing authority thereof or therein, the Company shall (subject to compliance by the Holder or beneficial owner of the Company, Security with any Subsidiary Guarantor or any Pledgorrelevant administrative requirements) (hereinafter "Taxes") from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall pay such additional amounts ("Additional Amounts") in respect of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, as may be necessary so in order that the net amount received by each paid to the Holder (including Additional Amounts) of such Security or the Trustee under this Indenture, as the case may be, after such withholding deduction or deduction will withholding, shall equal the respective amounts of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, as specified in the Security to which such Holder or the Trustee is entitled; PROVIDED, HOWEVER, that the Company shall not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no required to pay any Additional Amounts shall be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner of: (i) any present or future Covered Taxes which is subject to would not have been so imposed, assessed, levied or collected if the Holder or beneficial owner of such Taxes by reason of its being connected Security did not have some present or former connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities United Kingdom (or the receipt jurisdiction of payments thereunder incorporation of a successor corporation to the Company pursuant to Section 8.1) or any political subdivision thereof (or under of any such jurisdiction of incorporation) other than holding or ownership of a Security, or the related Subsidiary Guarantee)collection of principal and interest, if any, on, or the enforcement of such Security, which connection may include its domicile, residence or physical presence in any such jurisdiction, or its conduct of a business or maintenance of a permanent establishment therein, (ii) any present or future Covered Taxes which presents any would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, such Security for payment of principal was presented more than 60 thirty days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due datewas provided for, the date on whichwhichever is later, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, or (iii) any present or future Covered Taxes which failed would not have been so imposed, assessed, levied or collected but for the failure to duly and timely comply with a reasonableany certification, timely request of the Company to provide information, documents identification or other evidence reporting requirements concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay United Kingdom (or Chile the jurisdiction of incorporation of a successor corporation to the Company pursuant to Section 8.1) or any political subdivision thereof of the Holder or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment Security, if compliance is required by statute or by rules or regulations of any such jurisidction as a condition to relief or exemption from Covered Taxes. The provisions described in (i) through (iii) above are referred to herein as "Excluded Taxes." The Company or any successor to the Company, as the case may be, shall indemnify and hold harmless each Holder of the Securities and upon written request reimburse each Holder for the amount of (i) would not have been entitled to receive Additional Amounts any Covered Taxes levied or imposed and paid by such Holder of the Securities (other than Excluded Taxes) as a result of payments made with respect to such payment if such beneficiarythe Securities, settlor, partner or beneficial owner had been the Holder of such Security or (viii) any combination liability (including penalties, interest and expenses) arising from or in connection with the levying or imposing of the foregoing numbered clauses any Covered Taxes, and (iii) any Covered Taxes with respect to payment of Additional Amounts or any reimbursement pursuant to this provisosentence. The Company or any successor to the Company, as the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicablecase may be, shall also (1) make such withholding or deduction deduction, and (2) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company or any successor to the Company, as the case may be, shall furnish the Trustee within 30 days after the date the payment of any Covered Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or any successor to the Company, as the case may be, which the Trustee shall forward to the Holders of the Securities. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payments, the Company will deliver to the Trustee an Officer's Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and setting forth such other information as may be necessary to enable the Trustee to pay such Additional Amounts to Holders of the Securities on the payment date. Whenever in this Indenture or any Security there is mentioned, in any context, the payment of the principal, premium, if any, or interest, or sinking fund or analogous payment, if any, in respect of such Security or overdue principal or overdue interest or overdue sinking fund or analogous payment, such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention thereof in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Company (and any successor corporation to the Company pursuant to Section 8.1) under this Section 10.5 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Securities.

Additional Amounts. (a) If the Company, any Subsidiary Guarantor or any Pledgor (or any of their respective successors), as applicable, is required by law or All payments made by the interpretation Company under or administration thereof by with respect to the relevant government authority Securities shall be made free and clear of and without withholding or agency to withhold or deduct any amount 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 of whatever nature unless the withholding or levied deduction is then required by law. If any withholding or deduction for or on behalf account of any present or future taxes, assessments or other governmental charges of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor United Kingdom or any Pledgor) political subdivision or taxing authority thereof or therein (hereinafter "Taxes") from shall at any payment made time be required in respect of any amounts to be paid by the Company under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall Company will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, provided that no the foregoing obligation to pay Additional Amounts shall not apply to (a) any Taxes that would not have been so imposed but for the existence of any present or former connection between such Holder and the United Kingdom (other than the mere receipt of such payment or the ownership or holding outside of the United Kingdom of such Security); (b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest on such Security; nor will Additional Amounts be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner paid (i) which is subject to if the payment could have been made by or through another paying agent without such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay deduction or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee)withholding, (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not payment could have been received by made without such deduction or withholding had the Trustee on holder of the Security (whether in global bearer or prior to such due datedefinitive registered form) or, if different, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day beneficiary of the applicable 60-day period, (iii) which failed to duly and timely comply payment complied with a reasonable, timely request of the Company made upon reasonable notice prior to such payment, or any other Person through whom payment may be made, addressed or otherwise provided to such Holder or beneficiary to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamastaxing jurisdiction of such holder or beneficiary which is required or imposed by a statute, Boliviatreaty, Liberiaregulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, Paraguay(iii) with respect to any payment of principal of (or premium if any, Argentinaon) or interest on such Security to any holder who is a fiduciary or partnership or Person other than the sole beneficial owner of such payment, Panama, Uruguay or Chile to the extent such payment would be required by the laws of the U.K. (or any political subdivision or taxing authority thereof, if and thereof or therein) to be included in the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but income for this clause (iii), (iv) on account tax purposes of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor with respect to such fiduciary or a member of such fiduciary, any partner in such partnership or the a beneficial owner of such payment (as the case may be) who would not have been entitled to receive the Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had it been the Holder -89- 100 holder of such Security a Security, or (viiv) any combination if the payment is in respect of a Definitive Registered Security issued (or whose Predecessor Security was issued) at the request of a Holder (including following an Event of Default) and at the time the payment is made Registered Securities have not been issued in exchange for the entire principal amount at maturity of the Securities. The foregoing numbered clauses provisions shall survive any termination or discharge of this provisoIndenture. The Company, the Subsidiary Guarantors or the Pledgors (or provisions of this Section 1016 shall apply mutatis mutandis to any of their respective successors), as applicable, shall make such withholding or deduction for or on account of any present or future taxes, assessments or other governmental charges of whatever nature of any jurisdiction in which any successor Person to the Company is organized, or any political subdivision or taxing authority or agency thereof or therein. The Company will use commercially reasonable efforts to facilitate administrative actions necessary to assist Holders to obtain any refund of or credit against withholding taxes for which Additional Amounts are not paid as a result of the proviso in the second preceding sentence. Except as otherwise stated, all references in this Indenture (other than in Article Twelve) to principal or Accreted Value of, or interest on the Securities shall include any Additional Amounts payable by the Company pursuant to this Section 1016. If the Company is, in respect of any payments, compelled to withhold or deduct any amount for or on account of Taxes, the Company shall give notice thereof to each of the Trustee and remit the full amount deducted Paying Agents. The Company shall, prior to the due date for the payment thereof, pay any such Taxes, together with any penalties or withheld interest applicable thereto, and within 15 days after such payment shall deliver to the Trustee and each of the Paying Agents evidence of such payment and of the remittance thereof to the relevant authority as taxing or other authority. The Company shall indemnify the Trustee and when each of the Paying Agents for any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on such person's part, arising out of or in connection with actions taken or omitted by any of them in reliance on this paragraph or information provided by the Company pursuant to this paragraph or the failure of the Trustee or any Paying Agent for any reason (other than its own gross negligence or willful misconduct) to receive on a timely basis the above-described notice or any information or documentation requested by it or otherwise required by applicable law or regulations to be obtained, furnished or filed with it in accordance with applicable lawrespect of the Taxes.

Additional Amounts. (a) If All payments made by the CompanyCompany under or with respect to the Securities will be made free and clear of and without withholding or deduction for or on account of any present of future Taxes imposed or 48 -43- levied by or on behalf of any Taxing Authority within the Netherlands, or within any Subsidiary Guarantor other jurisdiction in which the Company is organized or is otherwise resident for tax purposes or any Pledgor jurisdiction from or through which payment is made (or any of their respective successorseach, a "Relevant Taxing Jurisdiction"), as applicable, unless the Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by thereof. If the relevant government authority or agency Company is required to withhold or deduct any amount 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) Taxes imposed or levied by or on behalf of the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or by any authority or agency therein or thereof having power to tax (or the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor or any Pledgor) (hereinafter "Taxes") a Relevant Taxing Jurisdiction from any payment made under or with respect to the Securities, any Subsidiary Guarantee or any Mortgaged Vessel, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall Company will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder holder of Securities (including Additional Amounts) after such withholding or deduction will not be less than equal the amount the Holder holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall will be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner any Tax that would not have been imposed, payable or due (i) which is subject but for the existence of any present or former connection between the holder (or the beneficial owner of, or person ultimately entitled to obtain an interest in, such Taxes by reason of its Securities) and the Relevant Taxing Jurisdiction (including being connected with a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise Relevant Taxing Jurisdiction) other than by the mere holding of the Securities or enforcement of rights thereunder or the receipt of payments thereunder (or under the related Subsidiary Guarantee), in respect therefrom; (ii) but for the failure to satisfy any certification, identification or other reporting requirements whether imposed by statute, treaty, regulation or administrative practice, provided, however, that the Company has delivered a request to the holder to comply with such requirements at least 30 days prior to the date by which presents any Security such compliance is required; or (iii) if the presentation of Securities (where presentation is required) for payment of principal more than 60 has occurred within 30 days after the later of (x) the date on which such payment first became was due and (y) if payable or was duly provided for, whichever is later. In addition, Additional Amounts will not be payable with respect to any Tax which is payable otherwise than by withholding from payments of, or in respect of principal of, or any interest on, the full Securities. Whenever in this Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Securities or of principal, interest or of any other amount payable has not been received by under or with respect to any of the Trustee on or prior Securities, such mentioned shall be deemed to such due date, include mention of the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except payment of Additional Amounts to the extent that the Holder would have been entitled to that, in such context, Additional Amounts on presenting such Security for are, were or would be payable in respect thereof. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment on of Additional Amounts. The Company will 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 last day execution, delivery or registration of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile Securities or any political subdivision other document or authority thereofinstrument referred to therein, if and to or the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account receipt of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts payments with respect to the Securities, excluding any such payment if such beneficiarytaxes, settlorcharges or similar levies imposed by any jurisdiction outside of The Netherlands, partner any jurisdiction in which the Company is organized or beneficial owner had been is otherwise resident for tax purposes, the Holder United States of such Security America or (vi) any combination jurisdiction in which a Paying Agent is located, but not excluding those resulting from, or required to be paid in connection with, the enforcement of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (Securities or any other such document or instrument following the occurrence of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld any Event of Default with respect to the relevant authority as and when required in accordance with applicable law.Securities. 49 -44- ARTICLE FIVE MERGERS; SUCCESSOR CORPORATION

Additional Amounts. (a) If Unless the CompanyOld Endo Merger has occurred, any Subsidiary Guarantor all payments made by or any Pledgor (on behalf of the Issuer or any of their respective successors)the Paladin Period Guarantors under or with respect to the Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for, as applicable, is required by law or by the interpretation or administration thereof by the relevant government authority or agency to withhold or deduct any amount for or on account of of, any present or future taxTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutyor on account of, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the BahamasIssuer or any Paladin Period Guarantor (including any successor entity), Boliviais then incorporated, Liberiaengaged in business, Paraguay, Argentina, Panama, Uruguay organized or Chile resident for tax purposes or by any authority political subdivision thereof or agency therein or thereof having power to tax (2) any jurisdiction from or through which payment is made by or on behalf of the Issuer or any Paladin Period Guarantor (including, without limitation, the jurisdiction of incorporation of any successor of the Company, any Subsidiary Guarantor Paying Agent) or any Pledgorpolitical subdivision thereof or therein (each of (1) and (hereinafter "Taxes") 2), a “Tax Jurisdiction”), will at any time be required to be made from any payment made payments under or with respect to the Securities, any Subsidiary Guarantee Notes or any Mortgaged VesselNote Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Paladin Period Guarantor, as applicable, the Company, such Subsidiary Guarantor or such Pledgor (or any of their respective successors), as applicable, shall will pay such additional amounts ("the “Additional Amounts"”) as may be necessary so in order that the net amount amounts received and retained in respect of such payments by each Holder (including Additional Amounts) holder or beneficial owner of Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducteddeduction; provided, however, that no Additional Amounts shall will be payable with respect to payments made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) which is subject to such Taxes by reason of its being connected with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile otherwise than by the mere holding of Securities or the receipt of payments thereunder (or under the related Subsidiary Guarantee), (ii) which presents any Security for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Security for payment on the last day of the applicable 60-day period, (iii) which failed to duly and timely comply with a reasonable, timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the Bahamas, Bolivia, Liberia, Paraguay, Argentina, Panama, Uruguay or Chile or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iii), (iv) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (v) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Security, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Security or (vi) any combination of the foregoing numbered clauses of this proviso. The Company, the Subsidiary Guarantors or the Pledgors (or any of their respective successors), as applicable, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law.to: