Common use of Foreign Taxes Clause in Contracts

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

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

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

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

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

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

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

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

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, made by the Borrower in respect of any of the Securities, to an Underwriter shall be made free and clear principal of and interest on the Advances and of all other amounts payable by it under this Agreement are payable without withholding or deduction for or on account of any and all present or future taxes, levies, imposts, duties, withholdings or other charges levied or fees imposed by the government of whatsoever nature now any jurisdiction outside the United States of America or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision or taxing authority thereof or therein (herein called "Foreign Taxes"). If the Borrower shall be required by law to deduct or withhold any jurisdictionForeign Taxes from any such amount payable by it hereunder or under any of the Notes to or for the account of any Lender, other than the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) such amount shall be increased as may be necessary so that, after making such deductions or withholdings (including any deductions or withholdings applicable to additional amounts payable pursuant to this Section), such tax which Lender receives an amount equal to the amount it would not have been imposed if such Underwriter received had no present such deductions or former connection with any such jurisdiction other than the performance of its obligations hereunder, withholdings been made and (ii) the Borrower shall make such deductions and withholdings and pay the amount thereof to the relevant government, political subdivision or taxing authority at or prior to the time required to be paid under applicable law (and shall promptly furnish to the Agent, for the benefit of the Lenders, official receipts evidencing such payment). In addition, the Borrower will pay any income present or franchise tax future stamp or documentary taxes or similar taxes or levies imposed on by any government, political subdivision or taxing authority referred to in the net income first sentence of such Underwriter this subsection arising from any payment by it hereunder or under any of the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any of the Notes (herein called "Other Taxes"). The Borrower will indemnify each Lender and the Agent for, and hold each Lender and the Agent harmless against, the full amount of Foreign Taxes or Other Taxes (including, without limitation, any Foreign Taxes or Other Taxes imposed by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then on amounts payable under this Agreement Section) paid or payable by such Lender or the Agent and any liability of such Lender or the Agent relating thereto (including, without limitation, penalties, interest and expenses). (b) If the cost to any Lender of making or maintaining any Loan to the Borrower is increased, or the amount of any sum received or receivable by any Lender (or its applicable Lending Installation) is reduced, by an amount deemed by such Lender to be material, which increase or reduction (i) is due to any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, or the compliance of any Lender therewith, and (ii) would not have occurred but for the fact that the Borrower (or one or more of its Subsidiaries) conducts business in a jurisdiction outside the United States of America, the Borrower shall be indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to such amounts as are necessary the Agent). (c) If, and to yield and remit to such Underwriter amounts whichthe extent that, after deduction of all any Lender shall actually receive a credit against its United States federal income tax liability for any Foreign Taxes or Other Taxes indemnified or paid by the Borrower pursuant to this Section, such Lender agrees to promptly notify the Borrower thereof and make reimbursement of such credit to the Borrower, provided that if such Lender reasonably believes that such credit may be subject to challenge, then such Lender shall thereupon enter into negotiations in good faith with the Borrower to determine when reimbursement of such credit can be made to the Borrower. (including all Foreign Taxes payable on such increased paymentsd) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be All tax receipts required to be paid in delivered under this Section shall be originals, duplicate originals or duly certified or authenticated copies within the event that such payment or compensation is subject to such Foreign Tax by reason meaning of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderTreasury Regulation Section 1.905-2(a)(2).

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

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

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxes, the taxes being called “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes are required to be withheld or deducted cannot be paid or remittedfrom any amounts so payable to any Bank hereunder, then the amounts so payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by such Banks as a result of any such failure. (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect other amounts payable to it hereunder and/or on giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of such Bank. (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent (i) either (A) a statement that it is incorporated under the laws of the United States or a state thereof or (B) if it is not so incorporated, a letter in duplicate in the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or compensation withholding of any United States Federal income taxes, and (ii) Internal Revenue Service Form W-8BEN, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank agrees (for the benefit of the Administrative Agent and the Borrowers) to provide the Administrative Agent and the Borrowers a new letter and Form W-8BEN or W-8ECI, or successor applicable form or other manner of certification, on or before the date that any such Underwriter hereunder letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form W-8BEN or W-8ECI that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8BEN establishing exemption from United States backup withholding tax. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank. (d) The Company and the Capital Corporation shall not be required to be paid in make payments on account of United States withholding taxes to any Bank under the event second sentence of subsection 2.17(a) to the extent that such payment taxes could have been avoided had such Bank complied with a reasonable request by the Company, the Capital Corporation or compensation the Administrative Agent for the forms or documents referred to in subsection 2.17(c). (e) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is subject consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (f) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxes, the taxes being called “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes are required to be withheld or deducted cannot be paid or remittedfrom any amounts so payable to any Bank hereunder, then the amounts so payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by such Banks as a result of any such failure. (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee, Letter of Credit Fee, Utilization Fee, Reimbursement Obligations in respect to Letters of Credit or deducted other amounts payable to it hereunder and/or on giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of any such Bank (and upon such cancellation, such Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate) (it being understood that any partial cancellation of the “Additional Amount”Commitment shall result in a corresponding reduction of such Bank’s participating interest in respect of Letters of Credit) (but only if after giving effect to such cancellation or prepayment the Total Extensions of Credit do not exceed the Total Commitments). (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent (i) either (A) a statement that it is incorporated under the laws of the United States or a state thereof or (B) if it is not so incorporated, a letter in duplicate in substantially the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or withholding of any United States Federal income taxes, and (ii) Internal Revenue Service Form W-8BEN, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank (including, without limitation, each Loan Assignee) agrees (for the benefit of the Administrative Agent and the Borrowers), to the extent it may lawfully do so, to provide the Administrative Agent and the Borrowers a new letter and Form W-8BEN or W-8ECI, or successor applicable form or other manner of certification, on or before (x) in the case of a Loan Assignee, the date it becomes party to this Agreement, and (y) the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form W-8BEN or W-8ECI that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8BEN establishing exemption from United States backup withholding tax; provided, however, that no Additional Amount with respect if a Bank is unable to any payment provide a letter, form, certificate, successor or compensation other document described in this sentence by reason of a change in the applicable law occurring after the date on which such letter, form, certificate, successor or other document originally was required to be provided by such Underwriter hereunder Bank, then such Bank shall be required to be paid comply with this sentence to the extent permitted under such applicable law, and any letter, form, certificate, successor or other document provided in the event accordance with this proviso shall certify that such payment Bank is entitled to receive payments under this Agreement at the lowest rate of deduction, withholding or compensation backup withholding to which it is subject entitled under such applicable law. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank, N.A. (d) The Company and the Capital Corporation shall not be required to make payments on account of United States withholding taxes to any Bank under the second sentence of subsection 2.17(a) to the extent that such taxes could have been avoided had such Bank, to the extent it may lawfully do so, complied with a reasonable request by the Company, the Capital Corporation or the Administrative Agent for the forms or documents referred to in subsection 2.17(c). (e) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (f) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxes, the taxes being called “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes are required to be withheld or deducted cannot be paid or remittedfrom any amounts so payable to any Bank hereunder, then the amounts so payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by such Banks as a result of any such failure. (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect other amounts payable to it hereunder and/or on giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of such Bank. (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent (i) either (A) a statement that it is incorporated under the laws of the United States or a state thereof or (B) if it is not so incorporated, a letter in duplicate in the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or compensation withholding of any United States Federal income taxes, and (ii) Internal Revenue Service Form W-8BEN, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank agrees (for the benefit of the Administrative Agent and the Borrowers) to provide the Administrative Agent and the Borrowers a new letter and Form W-8BEN or W-8ECI, or successor applicable form or other manner of certification, on or before the date that any such Underwriter hereunder letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form W-8BEN or W-8ECI that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8BEN establishing exemption from United States backup withholding tax. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank, N.A. (d) The Company and the Capital Corporation shall not be required to be paid in make payments on account of United States withholding taxes to any Bank under the event second sentence of subsection 2.17(a) to the extent that such payment taxes could have been avoided had such Bank complied with a reasonable request by the Company, the Capital Corporation or compensation the Administrative Agent for the forms or documents referred to in subsection 2.17(c). (e) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is subject consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (f) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

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

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

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

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxes, the taxes being called “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes are required to be withheld or deducted cannot be paid or remittedfrom any amounts so payable to any Bank hereunder, then the amounts so payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by such Banks as a result of any such failure. (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee, Utilization Fee or deducted other amounts payable to it hereunder and/or on giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of such Bank (but only if after giving effect to such cancellation or prepayment the “Additional Amount”aggregate principal amount of the Loans does not exceed the aggregate Commitments then in effect). (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent (i) either (A) a statement that it is incorporated under the laws of the United States or a state thereof or (B) if it is not so incorporated, a letter in duplicate in substantially the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or withholding of any United States Federal income taxes, and (ii) Internal Revenue Service Form W-8BEN, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank (including, without limitation, each Loan Assignee) agrees (for the benefit of the Administrative Agent and the Borrowers), to the extent it may lawfully do so, to provide the Administrative Agent and the Borrowers a new letter and Form W-8BEN or W-8ECI, or successor applicable form or other manner of certification, on or before (x) in the case of a Loan Assignee, the date it becomes party to this Agreement, and (y) the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form W-8BEN or W-8ECI that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8BEN establishing exemption from United States backup withholding tax; provided, however, that no Additional Amount with respect if a Bank is unable to any payment provide a letter, form, certificate, successor or compensation other document described in this sentence by reason of a change in the applicable law occurring after the date on which such letter, form, certificate, successor or other document originally was required to be provided by such Underwriter hereunder Bank, then such Bank shall be required to be paid comply with this sentence to the extent permitted under such applicable law, and any letter, form, certificate, successor or other document provided in the event accordance with this proviso shall certify that such payment Bank is entitled to receive payments under this Agreement at the lowest rate of deduction, withholding or compensation backup withholding to which it is subject entitled under such applicable law. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank, N.A. (d) The Company and the Capital Corporation shall not be required to make payments on account of United States withholding taxes to any Bank under the second sentence of subsection 2.17(a) to the extent that such taxes could have been avoided had such Bank, to the extent it may lawfully do so, complied with a reasonable request by the Company, the Capital Corporation or the Administrative Agent for the forms or documents referred to in subsection 2.17(c). (e) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (f) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

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

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall ------------- be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "Foreign Taxes"). If any ------------- Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by such Banks as a result of any such failure. (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect other amounts payable to it hereunder and/or on giving not less than three Business Days' notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of such Bank. (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent (i) either (A) a statement that it is incorporated under the laws of the United States or a state thereof or (B) if it is not so incorporated, a letter in duplicate in the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form 4224 or 1001 or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or compensation withholding of any United States Federal income taxes, and (ii) Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank agrees (for the benefit of the Administrative Agent and the Borrowers) to provide the Administrative Agent and the Borrowers a new letter and Form 4224 or 1001 and Form W-8 or W-9, or successor applicable form or other manner of certification, on or before the date that any such Underwriter hereunder letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form 1001 or 4224 that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8 or W-9 establishing exemption from United States backup withholding tax. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than Chase. (d) The Company and the Capital Corporation shall not be required to be paid in make payments on account of United States withholding taxes to any Bank under the event second sentence of subsection 2.17(a) to the extent that such payment taxes could have been avoided had such Bank complied with a reasonable request by the Company, the Capital Corporation or compensation the Administrative Agent for the forms or documents referred to in subsection 2.17(c). (e) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is subject consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (f) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

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

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

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

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of by any of the Securities, party to an Underwriter another party hereunder shall be made free and clear of of, and without withholding or deduction for or on account of of, any and all present or future income, stamp, or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank such party is managed or has a branch, an place of business or in which any such party has a branch or office or any agency from which payment is made or deemed to be made (each, a “"Taxing Authority”Jurisdiction"), excluding unless such withholding or deduction is required by law. In the event of any such withholding or deduction ("Foreign Taxes"), such payor shall pay to the payee such additional amount as shall be necessary in order that the amount received by such payee after withholding or deduction shall equal the amount that would otherwise have been due to such payee in the absence of such withholding or deduction, except that no such amounts shall be payable under this Section 15 for: (i) any such tax which would not have been imposed if such Underwriter had no present or former by reason of any payee having some connection with any the relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, such jurisdiction Taxing Jurisdiction) other than the performance of its obligations participation as a party hereunder, ; and (ii) any income or franchise tax imposed on the overall net income of such Underwriter any payee imposed by the United States or by the State of New York or any jurisdiction political subdivision of the United States or of the State of New York. (b) In the event any payee obtains any actual payment of refund, credit, allowance, remission or other deduction of, against or from income or taxable income otherwise determined or taxes otherwise payable to which such Underwriter is a residentit may be entitled from the relevant Taxing Jurisdiction in respect of any Foreign Taxes paid on the payee's behalf or for which the payee has received reimbursement, citizen or domiciliarythe payee shall, or to the extent it can do so without prejudice to the retention of the amount so realized (after taking into account any net additional taxes paid in which such Underwriter is engaged in business connection with the realization thereof), notify the payor and pay to the payor (iii) any tax imposed to the extent that would the same shall not already have been imposed but for taken into account in computing any amount previously paid by the failure payor or the amount of any reimbursement previously received by such Underwriter the payee) promptly after the realization thereof an amount which is equal to comply with any certificationthe net amount thereof (or, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event of a deduction from taxable income, the tax benefit generated thereby, if less than such deduction) plus any additional tax savings resulting from the payment pursuant to this sentence, provided that the aggregate of all such payment or compensation is subject to payments shall not exceed the aggregate of all amounts paid by the payor in respect of such Foreign Tax by reason Taxes. The provisions of such Underwriter being connected with the jurisdiction this Section 15 shall remain operative and in full force and effect regardless of the Taxing Authority other than by reason any termination of merely receiving payment hereunderthis Agreement, in whole or in part.

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

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off, counterclaim, restriction or condition and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, or fees withholdings of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by the United States (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) with respect to any amount that is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding for the purposes of this clause (i), in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been taxes imposed if such Underwriter had no present or former connection with any such jurisdiction other than by the performance United States by means of its obligations hereunderwithholding at the source), (ii) in the case of any income Bank not organized under the laws of the United States, a state thereof or franchise tax the District of Columbia, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxes, the taxes being called “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes are required to be withheld or deducted cannot be paid or remittedfrom any amounts so payable to any Bank hereunder, then the amounts so payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by such Banks as a result of any such failure. (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or deducted other amounts payable to it hereunder and/or on giving not less than three Business Days’ notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of such Bank (but only if after giving effect to such cancellation or prepayment the “Additional Amount”aggregate principal amount of the Loans does not exceed the aggregate Commitments then in effect). (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent either (A) a statement that it is incorporated under the laws of the United States, a state thereof or the District of Columbia, (B) if it is not so incorporated, a letter in duplicate in substantially the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or withholding of any United States Federal income taxes, or (C) in the case of a Bank claiming exception under Sections 871(h) or 881(c) of the Code, a Certificate of Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank (including, without limitation, each Loan Assignee) agrees (for the benefit of the Administrative Agent and the Borrowers), to the extent it may lawfully do so, to provide the Administrative Agent and the Borrowers a new letter or a new Certificate of Non-Bank Status, if applicable, and Form W-8BEN or W-8ECI, or successor applicable form or other manner of certification, (x) in the case of a Loan Assignee, on or before the date it becomes party to this Agreement, (y) on or before the date that any such letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form W-8BEN or W-8ECI that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8BEN establishing exemption from United States backup withholding tax, and (z) promptly after the date of the Company, the Capital Corporation or the Administrative Agent reasonably requests any form or document referred to in this subsection 2.17(c); provided, however, that no Additional Amount with respect if a Bank is unable to any payment provide a letter, form, certificate, successor or compensation other document described in this sentence by reason of a change in the applicable law occurring after the date on which such letter, form, certificate, successor or other document originally was required to be provided by such Underwriter hereunder Bank, then such Bank shall be required to be paid comply with this sentence to the extent permitted under such applicable law, and the letter, form, certificate, successor or other document provided in the event accordance with this proviso (if any) shall certify that such payment Bank is entitled to receive payments under this Agreement at the lowest rate of deduction, withholding or compensation backup withholding to which it is subject entitled under such applicable law. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank, N.A. (d) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (e) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall ------------- be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "Foreign Taxes"). If any Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by such Banks as a result of any such failure. (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect other amounts payable to it hereunder and/or on giving not less than three Business Days' notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of such Bank. (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent (i) either (A) a statement that it is incorporated under the laws of the United States or a state thereof or (B) if it is not so incorporated, a letter in duplicate in the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form 4224 or 1001 or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or compensation withholding of any United States Federal income taxes, and (ii) Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank agrees (for the benefit of the Administrative Agent and the Borrowers) to provide the Administrative Agent and the Borrowers a new letter and Form 4224 or 1001 and Form W-8 or W-9, or successor applicable form or other manner of certification, on or before the date that any such Underwriter hereunder letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form 1001 or 4224 that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8 or W-9 establishing exemption from United States backup withholding tax. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than Chase. (d) The Company and the Capital Corporation shall not be required to be paid in make payments on account of United States withholding taxes to any Bank under the event second sentence of subsection 2.17(a) to the extent that such payment taxes could have been avoided had such Bank complied with a reasonable request by the Company, the Capital Corporation or compensation the Administrative Agent for the forms or documents referred to in subsection 2.17(c). (e) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is subject consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (f) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, made by any Foreign Subsidiary Borrower in respect of any of the Securities, to an Underwriter shall be made free and clear principal of and interest on its Syndicated Borrowings and of all other amounts payable by it under this Agreement are payable without withholding or deduction for or on account of any and all present or future taxes, levies, imposts, duties, withholdings or other charges levied or fees imposed by the government of whatsoever nature now any jurisdiction outside the United States of America or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision or taxing authority thereof or therein (herein called "Foreign Taxes"). If any such Foreign Subsidiary Borrower shall be required by law to deduct or withhold any Foreign Taxes from any such amount payable by it hereunder or under any of its Notes in connection with a Syndicated Borrowing to or for the account of any Bank, (i) such amount shall be increased as may be necessary so that, after making such deductions or withholdings (including any deductions or withholdings applicable to additional amounts payable pursuant to this Section), such Bank receives an amount equal to the amount it would have received had no such deductions or withholdings been made and (ii) such Foreign Subsidiary Borrower shall make such deductions and withholdings and pay the amount thereof to the relevant government, political subdivision or taxing authority at or prior to the time required to be paid under applicable law (and shall promptly furnish to the Agent, for the benefit of the Banks, receipts evidencing such payment). In addition, each such Foreign Subsidiary Borrower will pay any present or future stamp or documentary taxes or similar taxes or levies imposed by any jurisdictiongovernment, other than political subdivision or taxing authority referred to in the first sentence of this subsection arising from any payment by it hereunder or under any of its Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any of its Notes (herein called "Other Taxes"). Each such Foreign Subsidiary Borrower will indemnify each Bank and the Agent for, and hold each Bank and the Agent harmless against, the full amount of Foreign Taxes in connection with a Syndicated Loan or Other Taxes (including, without limitation, any Foreign Taxes in connection with a Syndicated Loan or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid or payable by such Bank or the Agent and any liability of such Bank or the Agent relating thereto (including, without limitation, penalties, interest and expenses). This indemnification shall be made within 15 days after demand by such Bank or the Agent (as the case may be). (b) If the cost to any Bank of making or maintaining any Syndicated Loan to a Foreign Subsidiary Borrower is increased, or the amount of any sum received or receivable under a Syndicated Loan by any Bank (or its Applicable Lending Office) is reduced, by an amount deemed by such Bank to be material, which increase or reduction would not have occurred but for the fact that such Foreign Subsidiary Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Foreign Subsidiary Borrower shall indemnify such Bank for such increased cost or reduction within 15 days after demand by such Bank (with a copy to the Agent). This Section 2.16(b) shall not apply to any taxing authority liabilities with respect to Foreign Taxes or political subdivision thereofOther Taxes or liabilities which would be Foreign Taxes or Other Taxes in the absence of the exclusionary language in Section 2.16(c). A certificate of such Bank claiming indemnification under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. (c) Notwithstanding the provisions of clause (a) above, in which the no Foreign Subsidiary Borrower shall indemnify any Bank has a branchfor or pay any additional amount or amounts to any Bank with respect to any tax, an office assessment or any agency from which payment is made (a “Taxing Authority”), excluding other governmental charge (i) imposed on, based upon, or measured by income of the Bank and franchise and similar taxes imposed upon the Bank by any jurisdiction in which such tax which would not have been imposed if such Underwriter had no present Bank is incorporated or former connection with any such jurisdiction other than the performance maintains its principal place of its obligations hereunderbusiness or Applicable Lending Office, (ii) any income or franchise tax imposed on as a result of a connection between the net income of taxing jurisdiction and such Underwriter Bank (other than a connection resulting solely from the transactions contemplated by any jurisdiction of which such Underwriter is a residentthis Agreement), citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) imposed as a result of the transfer by such Bank of its interest in any tax Note or this Agreement or a change (other than pursuant to this Section 2.16(c)) in its Applicable Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Bank's interest in any Note or this Agreement or change in the Bank's Applicable Lending Office), (iv) imposed as a result of a failure of any Bank to comply fully with the requirements of the last sentence of this Section 2.16(c), or (v) that would not have been imposed but for the (A) a failure by such Underwriter Bank to comply with any applicable certification, identification information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority such Bank if such compliance is required by statute or regulation of such Taxing Authority country as a pre-condition precondition to relief or exemption from(whether available by statute or tax treaty) from such tax, assessment or reduction in rate ofother governmental charge or (B) a determination by a taxing authority or a court of competent jurisdiction that a certification, information, documentation or other proof provided by such tax (all Bank to establish an exemption from such non-excluded taxestax, assessment or governmental charge is false. Each Bank will promptly notify the Company, the “relevant Foreign Taxes”). IfSubsidiary Borrowers, by operation and the Agent of law or otherwise, any event of which it has knowledge that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to will entitle such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect Bank to any payment or compensation to such Underwriter hereunder shall indemnification under clause (a) or (b) of this Section 2.16. If the Foreign Subsidiary Borrower is or will be required to be paid in pay additional amounts under this Section 2.16 to or for the event that account of any Bank, then such Bank will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such payment or compensation is subject indemnification and will not, in the good faith opinion of such Bank, be otherwise disadvantageous to such Bank. (d) If, and to the extent that, any Bank shall obtain a credit against its United States federal income tax liability for any Foreign Taxes or Other Taxes indemnified or paid by any Foreign Subsidiary Borrower pursuant to this Section, such Bank agrees to enter into negotiations in good faith with such Foreign Subsidiary Borrower to determine the basis on which reimbursement of such credit can be made to such Foreign Tax Subsidiary Borrower. (e) If, and to the extent that, any Bank shall receive a refund of any Foreign Taxes or other Taxes indemnified or paid by reason any Foreign Subsidiary Borrower pursuant to this Section, such Bank shall pay the amount of such Underwriter being connected refund (including, without limitation, any interest received with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderrespect thereto) to such Foreign Subsidiary Borrower. (f) All tax receipts required to be delivered under this Section shall be originals, duplicate originals or duly certified or authenticated copies.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall ------------- be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "Foreign Taxes"). If any ------------- Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by such Banks as a result of any such failure. (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect other amounts payable to it hereunder and/or on giving not less than three Business Days' notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of such Bank. (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent (i) either (A) a statement that it is incorporated under the laws of the United States or a state thereof or (B) if it is not so incorporated, a letter in duplicate in the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or compensation withholding of any United States Federal income taxes, and (ii) Internal Revenue Service Form W-8BEN, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank agrees (for the benefit of the Administrative Agent and the Borrowers) to provide the Administrative Agent and the Borrowers a new letter and Form W-8BEN or W-8ECI, or successor applicable form or other manner of certification, on or before the date that any such Underwriter hereunder letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form W-8BEN or W-8ECI that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8BEN establishing exemption from United States backup withholding tax. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank. (d) The Company and the Capital Corporation shall not be required to be paid in make payments on account of United States withholding taxes to any Bank under the event second sentence of subsection 2.17(a) to the extent that such payment taxes could have been avoided had such Bank complied with a reasonable request by the Company, the Capital Corporation or compensation the Administrative Agent for the forms or documents referred to in subsection 2.17(c). (e) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is subject consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (f) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

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

Foreign Taxes. Any (a) All payments on account of the principal of and interest on the Loans, fees and all other amounts payable hereunder, other than payments of interest, principal hereunder by a Foreign Borrower to or premium, if any, in respect of any for the account of the SecuritiesAdministrative Agent or any Lender, to an Underwriter including, without limitation, amounts payable under paragraph (b) of this Section 5.08, shall be made free and clear of and without withholding reduction or deduction liability for Foreign Taxes. Each Foreign Borrower will pay all Foreign Taxes applicable to it, without charge to or offset against any amount due to the Administrative Agent or any Lender, prior to the date on account which penalties attach thereto, except for any such Foreign Taxes (other than Foreign Taxes imposed on or in respect of any amount payable by such Foreign Borrower hereunder or under the Notes) the payment of which is being contested in good faith and all taxesby proper proceedings and against which adequate reserves are being maintained, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or so long as no claim for such Foreign Taxes is made on behalf of Australia the Administrative Agent or any political subdivision thereof Lender. (b) Each Foreign Borrower shall indemnify the Administrative Agent and each Lender against, and reimburse the Administrative Agent and each Lender on demand for, any Foreign Taxes applicable to it and any loss, liability, claim or by expense, including interest, penalties and legal fees, that the Administrative Agent or such Lender may incur at any jurisdiction, other than the United States time arising out of or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income failure of such Underwriter by Foreign Borrower to make any jurisdiction payment of which such Underwriter is Foreign Taxes when due. (c) In the event that a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance Foreign Borrower is required by applicable law, decree or regulation to deduct or withhold Foreign Taxes from any amounts payable on, under or in Credit Agreement ---------------- respect of this Agreement or the Loans made to such Taxing Authority Foreign Borrower, such Foreign Borrower shall (to the fullest extent permitted by applicable law) promptly pay the Person entitled to such amount such additional amounts as may be required, after the deduction or withholding of Foreign Taxes, to enable such Person to receive from such Foreign Borrower on the due date thereof, an amount equal to the full amount stated to be payable to such Person under this Agreement. Each Lender shall provide to a pre-condition Foreign Borrower such forms or certificates as the Foreign Borrower may reasonably request to establish such Lender's entitlement to an exemption from, from or reduction in rate of, such tax (all such non-excluded taxes, the “of Foreign Taxes”, but no Lender shall be required to provide any form or certificate if it determines in its discretion that the provision of such form or certificate could adversely affect it or it is not legally entitled to provide such form or certificate. (d) Each Foreign Borrower shall furnish to the Administrative Agent, upon the request of any Lender (through the Administrative Agent). If, by operation together with sufficient certified copies for distribution to each Lender requesting the same (identifying the Lenders that have so requested), original official tax receipts (or certified copies thereof) in respect of law or otherwise, that portion each payment of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable required under this Agreement shall be increased Section 5.08 made by such Foreign Borrower or such other information, documents and receipts that the Administrative Agent or such Lender may reasonably require to such amounts as are necessary establish to yield its satisfaction that full and remit to such Underwriter amounts which, after deduction timely payment has been made of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in under this Section 5.08 within 30 days after the event that date such payment is made. (e) Each Foreign Borrower represents and warrants to the Administrative Agent and each Lender that, on and as of the date hereof, neither this Agreement nor the execution or compensation delivery by such Foreign Borrower of this Agreement, is subject to any Foreign Taxes, and no payment to be made by such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderBorrower under this Agreement is subject to any Foreign Taxes.

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

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal by TXU Funding or premium, if any, in respect of any of ------------- TXU Holdings to the Securities, to an Underwriter Holders hereunder shall be made free and clear of of, and without withholding or deduction for or on account of of, any and all present or future income, stamp, or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank TXU Funding or TXU Holdings is managed or has a branch, an place of business or in which TXU Funding or TXU Holdings has a branch or office or any agency from which payment is made or deemed to be made (each, a “"Taxing Authority”Jurisdiction"), excluding unless such withholding or deduction is required by law. In the event of any such withholding or deduction ("Foreign Taxes"), TXU Funding or TXU Holdings shall pay to each Holder such additional amount as shall be necessary in order that the amount received by such Holder after withholding or deduction shall equal the amount that would otherwise have been due to such Holder in the absence of such withholding or deduction, except that no such amounts shall be payable under this subsection (i) for: (A) any such tax which would not have been imposed if such Underwriter had no present or former by reason of any Holder having some connection with any the relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, such jurisdiction Taxing Jurisdiction) other than the performance of its obligations participation as an Initial Purchaser hereunder, ; and (iiB) any income or franchise tax imposed on the overall net income of such Underwriter any Holder imposed by the United States or by the State of New York or any jurisdiction political subdivision of the United States or of the State of New York. (b) In the event any Initial Purchaser obtains any actual payment of refund, credit, allowance, remission or other deduction of, against or from income or taxable income otherwise determined or taxes otherwise payable to which such Underwriter is a residentit may be entitled from the relevant Taxing Jurisdiction in respect of any Foreign Taxes paid on the Initial Purchaser's behalf by TXU Funding or TXU Holdings or for which the Initial Purchaser has received reimbursement from TXU Funding or TXU Holdings, citizen the Initial Purchaser shall, to the extent it can do so without prejudice to the retention of the amount so realized (after taking into account any net additional taxes paid in connection with the realization thereof), notify TXU Funding or domiciliaryTXU Holdings, as the case may be and pay TXU Funding or in which such Underwriter is engaged in business and TXU Holdings, as the case may be (iii) any tax imposed to the extent that would the same shall not already have been imposed but for taken into account in computing any amount previously paid by TXU Funding or TXU Holdings or the failure amount of any reimbursement previously received by such Underwriter the Initial Purchaser) promptly after the realization thereof an amount which is equal to comply with any certificationthe net amount thereof (or, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event of a deduction from taxable income, the tax benefit generated thereby, if less than such deduction) plus any additional tax savings resulting from the payment pursuant to this sentence, provided that the aggregate of all such payment or compensation is subject to payments shall not exceed the aggregate of all amounts paid by the Company in respect of such Foreign Tax by reason Taxes. The provisions of such Underwriter being connected with the jurisdiction this subsection (i) shall remain operative and in full force and effect regardless of the Taxing Authority other than by reason any termination of merely receiving payment hereunderthis Agreement, in whole or in part.

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

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

Foreign Taxes. (a) Any amounts payable hereunder, other than and all payments of interest, principal made by Borrower and/or Security Guarantor hereunder or premium, if any, in respect of under any of the Securities, to an Underwriter other Loan Documents shall be made free and clear of of, and without withholding or deduction reduction for or on account of any and all of, income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, reserves or fees of whatsoever nature now or hereafter withholdings imposed, levied, collected, deducted or withheld or assessed by any Governmental Authority, which are imposed, enacted or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than become effective after the United States or any taxing authority or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made date hereof (a “Taxing Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the taxes being referred to collectively as “Foreign Taxes”), excluding income taxes, franchise taxes and similar taxes. If, by operation of law or otherwise, that portion of If any Foreign Taxes are required to be withheld from any amounts payable hereunder represented by Foreign Taxes withheld to Agent or deducted cannot be paid Lender hereunder, the amounts so payable to Agent or remitted, then amounts payable under this Agreement Lender shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts whichAgent or Lender, as applicable, (after deduction payment of all Foreign Taxes (including all Foreign Taxes Taxes) interest or any such other amounts payable on such increased payments) equal hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to any Legal Requirements by Borrower and/or Security Guarantor, as promptly as possible thereafter, Borrower and/or Security Guarantor shall send to Agent an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Each of Borrower and Security Guarantor hereby indemnifies Agent and Lender for any incremental taxes, interest or penalties that would may become payable by Agent or Lender which may result from any failure by Borrower and/or Security Guarantor to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower and/or Security Guarantor to remit to Agent or Lender the required receipts or other required documentary evidence. (b) In the event that any change in any Legal Requirement, or compliance by Agent or Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority: (i) shall hereafter have been payable if no Foreign Taxes had been so withheld the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or deducted compliance (the “Additional Amount”); provided, however, that no Additional Amount taking into consideration Lender’s policies with respect to capital adequacy) by any payment amount reasonably deemed by Lender to be material; or (ii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to materially increase the cost to Lender of making, renewing or compensation maintaining loans or extensions of credit or to reduce any amount receivable hereunder; then, in any such Underwriter hereunder case, Borrower and/or Security Guarantor shall promptly pay Agent (on behalf of Lender), upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as reasonably determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.7(b), Agent shall provide Borrower and/or Security Guarantor with notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Agent to Borrower and/or Security Guarantor shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary contained herein, (A) Borrower shall not be required to be compensate Agent or any Lender pursuant to this Section 2.7 for any costs paid in or incurred by Lender more than one hundred eighty (180) days prior to the event date that such payment or compensation is subject Lender notifies Borrower of the Change in Law giving rise to such Foreign Tax by reason costs and of such Underwriter being connected with Lender’s intention to claim compensation or reimbursement therefor (except that, if the jurisdiction change in Legal Requirements giving rise to such increased costs or reductions is retroactive, then the one hundred eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof), and (B) neither Agent nor any Lender shall be permitted, as applicable, to make a determination under this Section 2.7 unless Agent or such Lender, as applicable, is making similar claims against other borrowers of Agent or such Lender, as applicable, to the Taxing Authority other than by reason extent such borrowers are similarly situated to Borrower after consideration of merely receiving payment hereundersuch factors as Agent or such Lender, as applicable, then reasonably determines to be relevant.

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

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of by the any of Offeror to the Securities, to an Underwriter Underwriters hereunder shall be made free and clear of of, and without withholding or deduction for or on account of of, any and all present or future income, stamp, or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank Company is managed or has a branch, an place of business or in which any Offeror has a branch or office or any agency from which payment is made or deemed to be made (each, a “"Taxing Authority”Jurisdiction"), excluding unless such withholding or deduction is required by law. In the event of any such withholding or deduction ("Foreign Taxes"), the Offerors shall pay to the Underwriters such additional amount as shall be necessary in order that the amount received by such Underwriters after withholding or deduction shall equal the amount that would otherwise have been due to such Underwriter in the absence of such withholding or deduction, except that no such amounts shall be payable under this Section 14 for: (i) any such tax which would not have been imposed if such by reason of any Underwriter had no present or former having some connection with any the relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, such jurisdiction Taxing Jurisdiction) other than the performance of its obligations participation as an Underwriter hereunder, ; and (ii) any income or franchise tax imposed on the overall net income of such any Underwriter imposed by the United States or by the State of New York or any jurisdiction political subdivision of the United States or of the State of New York. (b) In the event any Underwriter obtains any actual payment of refund, credit, allowance, remission or other deduction of, against or from income or taxable income otherwise determined or taxes otherwise payable to which such it may be entitled from the relevant Taxing Jurisdiction in respect of any Foreign Taxes paid on the Underwriter's behalf by the Company or for which the Underwriter is a residenthas received reimbursement from the Company, citizen or domiciliarythe Underwriter shall, or to the extent it can do so without prejudice to the retention of the amount so realized (after taking into account any net additional taxes paid in which such Underwriter is engaged in business connection with the realization thereof), notify the Company and pay to the Offerors (iii) any tax imposed to the extent that would the same shall not already have been imposed but for taken into account in computing any amount previously paid by the failure Offerors or the amount of any reimbursement previously received by such Underwriter the Underwriter) promptly after the realization thereof an amount which is equal to comply with any certificationthe net amount thereof (or, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event of a deduction from taxable income, the tax benefit generated thereby, if less than such deduction) plus any additional tax savings resulting from the payment pursuant to this sentence, provided that the aggregate of all such payment or compensation is subject to payments shall not exceed the aggregate of all amounts paid by the Offerors in respect of such Foreign Tax by reason Taxes. The provisions of such Underwriter being connected with the jurisdiction this Section 14 shall remain operative and in full force and effect regardless of the Taxing Authority other than by reason any termination of merely receiving payment hereunderthis Agreement, in whole or in part.

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

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

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

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

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal by the Co-Issuers or premium, if any, in respect of any a Guarantor to each of the Securities, to an Underwriter Initial Purchasers hereunder shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter hereinafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia any Relevant Jurisdiction or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank Co-Issuers or a Guarantor has a branch, an office or any agency from which payment is made (a “Taxing Authority”)or deemed to be made, excluding (i) any such tax which would not have been imposed if by reason of such Underwriter had no present or former Initial Purchaser having some connection with any such jurisdiction other than the performance of its obligations participation as Initial Purchaser hereunder, and (ii) any income or franchise tax imposed on the overall net income of such Underwriter Initial Purchaser imposed by the United States or by the State of New York or any jurisdiction political subdivision of which such Underwriter is a resident, citizen the United States or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for of the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax State of New York (all such non-excluded taxes, the “Foreign Taxes”). If, If either of the Co-Issuers or a Guarantor is prevented by operation of law or otherwiseotherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitteddeducted, then amounts payable under this Agreement shall shall, to the extent permitted by law, be increased to such amounts amount as are is necessary to yield and remit to such Underwriter amounts each Initial Purchaser an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted (applied. For avoidance of doubt, this Section 5.17 shall not apply to the “repayment of Additional Amount”); providedInterest under Section 2.6, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder which shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax governed by reason of such Underwriter being connected with the jurisdiction Section 4.20 of the Taxing Authority other than by reason of merely receiving payment hereunderIndenture.

Foreign Taxes. Any (a) All payments on account of the Notes and the principal of, and interest on, the Loans and all other amounts payable hereunderby each Borrower under this Agreement, other than payments of interestincluding without limitation amounts payable under subsection (b) below, principal or premium, if any, in respect of any of the Securities, to an Underwriter shall be made without any set-off or counterclaim and free and clear of and without reduction by reason of all present and future income, profits, capital, franchise, stamp and other taxes and levies, imposts, deductions, charges, compulsory loans and withholding whatsoever imposed, assessed, levied or deduction for collected by any country (other than net income or franchise taxes imposed on account of each Bank or its applicable lending office by the jurisdiction in which such Bank's principal office or such lending office is located) or any and political subdivision or taxing authority thereof or therein (all such taxes, levies, impostscosts and charges being hereinafter called "Foreign Taxes"). (b) Subject to SECTION 2.12(f), dutieseach Borrower shall indemnify each Bank against, charges and reimburse such Bank on demand for, any Foreign Taxes and any loss, liability, claim or fees expense, including interest, penalties and reasonable legal fees, which such Bank may incur at any time arising out of whatsoever nature now or hereafter imposedin connection with any failure of such Borrower to make payments of Foreign Taxes when due. (c) If any Foreign Taxes are required to be withheld from any amount payable to any Bank, leviedthen, collectedsubject to SECTION 2.12(f), deducted or withheld or assessed by or the amount payable shall be increased as may be necessary so that after all required withholdings had been made such Bank receives an amount equal to the amount it would have received had no such withholdings been made. Promptly after the date on behalf which payment of Australia or any political subdivision thereof or such Foreign Tax by any jurisdictionBorrower is due pursuant to applicable law, other than such Borrower shall, at the request of such Bank, furnish such Bank evidence in form and substance satisfactory to such Bank that such Borrower has paid such Foreign Taxes to the requisite authorities. (d) The obligations for each Borrower pursuant to this Section shall survive repayment of the Loans. (e) Payments under this Section shall be made without duplication of payments made under SECTION 2.11. (f) No Borrower shall be obligated to gross up any payments to any Bank under SECTION 2.12(c) or indemnify any Bank pursuant to SECTION 2.12(b) in respect of United States or any taxing authority or political subdivision thereof, in which federal withholding taxes to the Bank has extent imposed as a branch, an office or any agency from which payment is made (a “Taxing Authority”), excluding result of (i) any a failure of such tax which would not have been imposed if Bank to deliver to the Company the form or forms and/or an Exemption Certificate (as defined in SECTION 2.28), as applicable to such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunderBank, pursuant to SECTION 2.28, (ii) any income such form or franchise forms and/or Exemption Certificate not establishing a complete exemption from United States federal withholding tax imposed or the information or certifications made therein by such Bank being untrue or inaccurate on the net income of such Underwriter by date delivered in any jurisdiction of which such Underwriter is a resident, citizen or domiciliarymaterial respect, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but such Bank designating a successor lending office (unless such designation is made at the request of the Company) which has the effect of causing such Bank to become obligated for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction Tax payments in rate of, such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation excess of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased those in effect immediately prior to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderdesignation.

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

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

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

Foreign Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities, hereunder to an Underwriter a Dealer shall be made free and clear of and without withholding or deduction for or on account of any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees deductions or fees withholdings of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States of America or any taxing authority or political subdivision thereof, in which the Bank Corporation has a branch, an office or any agency from which payment is made (a “Taxing Authority”)made, excluding (i) any such tax which would could not have been imposed if such Underwriter Dealer had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, hereunder and (ii) any income or franchise tax imposed on the overall net income of such Underwriter Dealer imposed by any the United States of America or the State of New York or by the jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax its incorporation (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased the Corporation agrees to pay an additional amount so that after making any deduction for such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased paymentsadditional amounts) the Dealer is entitled to receive an amount equal to the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted deducted. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and us in accordance with its terms. Very truly yours, NEW SOUTH WALES TREASURY CORPORATION By: Name: Sxxxxxx Xxxxxx Title: Chief Executive THE CROWN IN RIGHT OF NEW SOUTH WALES By: Name: Mxxxxxx Xxxxx Title: Secretary of the Treasury CONFIRMED AND ACCEPTED, as of the date first above written: J.X. XXXXXX SECURITIES LTD. By: Name: Date: CITIGROUP GLOBAL MARKETS INC. By: Name: Date: DAIWA SECURITIES AMERICA INC. By: Name: Date: DEUTSCHE BANK SECURITIES INC. By: Name: Date: RBC CAPITAL MARKETS CORPORATION By: Name: Date: RBS SECURITIES INC. By: Name: Date: UBS SECURITIES LLC By: By: Name: Name: Date: Date: [Name of Dealer] Dear Ladies and Gentlemen: Attached hereto is a copy of the Distribution Agreement, dated as of December 14, 2009, among New South Wales Treasury Corporation, a statutory corporation constituted pursuant to the Treasury Corporation Act 1983 of New South Wales (the “Additional AmountCorporation”); provided, howeverand The Crown in Right of New South Wales (the “Guarantor”), and the several Dealers named therein (the “Distribution Agreement”), and, to the extent applicable, the provisions thereof are incorporated by reference herein and deemed to be part of this letter agreement to the same extent as if such provisions had been set forth in full herein. All capitalized terms used but not defined herein shall have the meanings assigned in the Agreement. The Corporation and the Guarantor hereby request that no Additional Amount with respect you act as a Dealer in the Notes, subject in all respects to any payment or compensation the terms and conditions set forth in the Distribution Agreement, as from , [until ] [INSERT IF REVERSE INQUIRY — solely for the purpose of offering and selling up to such Underwriter hereunder an aggregate principal amount of the Notes] and you hereby agree so to act. The Corporation and the Guarantor hereby confirm to you their respective representations and warranties in the Distribution Agreement as if made as of the date hereof. This letter agreement shall be required governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof (other than Section 5-1401 of the New York General Obligation Law), except that all matters governing authorizations and executions by the Corporation and the Guarantor shall be paid governed by the laws of the State of New South Wales. By execution hereof, you agree that you shall be subject to the same obligations [for the purposes of the offer and sale of such Notes] that you would have had if you had been a Dealer named in the event that Distribution Agreement. Please sign and return to us a counterpart of this letter to acknowledge your agreement to the terms hereof. Yours faithfully, NEW SOUTH WALES TREASURY CORPORATION By: Name: Title: THE CROWN IN RIGHT OF NEW SOUTH WALES By: Name: Title: CONFIRMED AND ACCEPTED, this day of , ___ [NAME OF DEALER] By: Name: Title: New South Wales Treasury Corporation Level 22, Governor Pxxxxxx Tower 1 Xxxxxx Xxxxx Sydney NSW 2000 Australia Attention: Ladies and Gentlemen: [•], [•] and [•] (each, a “Dealer,” and collectively, the “Dealers”) severally agree to purchase from New South Wales Treasury Corporation (the “Corporation”), a statutory corporation constituted pursuant to the Treasury Corporation Act 1983 of New South Wales (the “Corporation”), and the Corporation agrees to sell to each such payment or compensation Dealer, the respective principal amount as set forth in Annex A hereto of its U.S. Medium-Term Notes, Series A due nine months to 30 years from date of issue set forth herein (the “Subject Notes”) on the terms set forth below: 1. The purchase and sale of the Subject Notes shall be on the terms and conditions of the Distribution Agreement, dated December 14, 2009, between the Corporation and the Dealers named therein (the “Agreement”), which Agreement, including the definitions of capitalized terms not otherwise defined herein, is subject to such Foreign Tax incorporated herein by reason of such Underwriter being connected reference, with the jurisdiction changes set forth below: a. The Dealers severally, and not jointly, are “Dealers” under the Agreement in connection with their respective purchases, as principals, of the Taxing Authority Subject Notes in the amounts set forth opposite their names in Annex A of this Terms Agreement. 2. The following terms shall apply to the Subject Notes: Principal Amount and Specified Currency: [US$[ ] OR [Specify details of Foreign Currency Note] Option to receive payment in Specified Currency: [Not applicable] OR [Specify details] Term: [[ ] years] Settlement Date: [ ] Issue Date: [ ] Trade Date: [ ] Stated Maturity: [ ] Redemption: [Redemption at Stated Maturity (other than by reason for tax reasons)] OR [At option of merely receiving payment hereunder.the Issuer — specify details/see further details below] Repayment: [Redemption at Stated Maturity] OR [At option of holders — specify details] Interest Rate: [ ] % per annum Interest Rate Frequency: [Annually/Semi-annually/Quarterly/Monthly/Weekly/Daily] Regular Record Date(s): [Specify details] Interest Payment Dates: [Specify details] Floating Rate: Specified Interest Rate [+/- Spread] [x Spread Multiplier][Inverse Floating Rate][Floating Rate/Fixed Rate] Initial Interest Rate: [ ] % per annum Base Rate: [Commercial Paper Rate] OR [Prime Rate] OR [CD Rate] OR [Federal Funds Rate] OR [LIBOR] OR [EURIBOR] OR [Treasury Rate] OR [CMT Rate] OR [Eleventh District Cost of Funds Rate] OR [Australian Bank Bill Rate] OR [Other — specify details] Initial Base Rate: [ ] % per annum Spread (if applicable): [Not applicable] OR [Specify details] Spread Multiplier (if applicable): [Not applicable] OR [Specify details] Maximum (if applicable): [Not applicable] OR [Specify maximum Interest Rate] Minimum (if applicable): [Not applicable] OR [Specify minimum Interest Rate] Interest Payment Dates: [Third Wednesday of each month/March/June/September /December] OR [Specify details] Interest Payment Period: [ ] Interest Reset Period: [ ] Interest Reset Dates: [Annually/Semi-annually/Quarterly/Monthly/Weekly/Daily] Initial Interest Reset Date: [ ] Calculation Date: [ ] Interest Determination Dates: [Specify details] Index Maturity: [Specify period] Applicable provisions: [LIBOR Reuters] Designated LIBOR Page: [Specify applicable page on Reuters] Index currency: [Specify applicable index currency] Designated CMT Reuters Page: [Specify page on Reuters] [Weekly Average] OR [Monthly Average] Designated CMT Maturity Index: [1/2/3/5/7/10/20/30] Floating Rate/Fixed Rate Security: [Applicable/Not Applicable] Fixed Rate Commencement Date: [Not applicable] OR [Specify details] Fixed Interest Rate: [Not applicable] OR [Specify details] Inverse Floating Rate Security: [Applicable/Not Applicable]

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "FOREIGN TAXES"). If any Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or the Capital Corporation, as the case may be, shall indemnify such Banks for any incremental taxes, interest or penalties that may become payable by such Banks as a result of any such failure. (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect other amounts payable to it hereunder and/or on giving not less than three Business Days' notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of such Bank. (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent (i) either (A) a statement that it is incorporated under the laws of the United States or a state thereof or (B) if it is not so incorporated, a letter in duplicate in the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form 4224 or 1001 or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or compensation withholding of any United States Federal income taxes, and (ii) Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank agrees (for the benefit of the Administrative Agent and the Borrowers) to provide the Administrative Agent and the Borrowers a new letter and Form 4224 or 1001 and Form W-8 or W-9, or successor applicable form or other manner of certification, on or before the date that any such Underwriter hereunder letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form 1001 or 4224 that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W- 8 or W-9 establishing exemption from United States backup withholding tax. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than Chase. (d) The Company and the Capital Corporation shall not be required to be paid in make payments on account of United States withholding taxes to any Bank under the event second sentence of subsection 2.17(a) to the extent that such payment taxes could have been avoided had such Bank complied with a reasonable request by the Company, the Capital Corporation or compensation the Administrative Agent for the forms or documents referred to in subsection 2.17(c). (e) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is subject consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (f) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, in respect of any of the Securities, to an Underwriter made under this Agreement shall be made without set-off or counterclaim and free and clear of of, and without withholding or deduction reduction for or on account of of, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions, withholdings or fees restrictions or conditions of whatsoever any nature whatsoever, now or hereafter imposed, levied, collected, deducted or withheld or assessed by any country (or on behalf of Australia or by any political subdivision or taxing authority thereof or therein) from or through which any amount is paid under this Agreement excluding, in the case of each Bank, (i) income and franchise taxes (including, without limitation, branch taxes imposed by any jurisdiction, other than the United States or any similar taxes imposed by a political subdivision or taxing authority thereof or political subdivision thereoftherein but excluding, in which the case of any Bank has a branchnot organized under the laws of the United States, an office or any agency from which payment is made (a “Taxing Authority”taxes imposed by the United States by means of withholding at the source), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection with any such jurisdiction other than the performance of its obligations hereunder, (ii) in the case of any income or franchise tax Bank not organized under the laws of the United States, any taxes imposed on by the net income United States by means of withholding at the source unless such Underwriter by any jurisdiction of which such Underwriter Bank has provided the Company, the Capital Corporation and the Administrative Agent with the documents it is a resident, citizen or domiciliary, or in which such Underwriter is engaged in business required to provide to them under subsection 2.17(c) and (iii) any tax imposed taxes that would not have been imposed on such Bank but for the failure existence of a connection between such Bank and the jurisdiction imposing such taxes (other than a connection arising principally by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax virtue of this Agreement) (all such non-excluded taxestaxes being called "Foreign Taxes"). If any Foreign Taxes are required to be withheld from any amounts so payable to any Bank hereunder, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts so payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement to such Bank shall be increased to such amounts as are the extent necessary to yield and remit to such Underwriter amounts which, Bank (after deduction payment of all Foreign Taxes (including all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement. Whenever any Foreign Taxes are payable on such increased payments) equal by the amounts that would have been payable Company or the Capital Corporation, as the case may be, as promptly as possible thereafter the Company or the Capital Corporation, as the case may be, shall send to the Administrative Agent, for the account of the affected Bank, a certified copy of the original official receipt, if no any, received by the Company or the Capital Corporation, as the case may be, showing payment thereof. If the Company or the Capital Corporation, as the case may be, fails to pay any Foreign Taxes had been when due to the appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the affected Banks, the required receipts or other required documentary evidence, the Company or (b) If a Borrower is required by this subsection 2.17 to make a payment to or in respect of any Bank, such Borrower shall have the right, so withheld long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and such Bank in accordance with subsection 2.6, to prepay in full the Loans of such Bank, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect other amounts payable to it hereunder and/or on giving not less than three Business Days' notice to any such Bank and the Administrative Agent, to cancel the whole or part of the Commitment of such Bank. (c) At least two Business Days prior to the first Borrowing Date or, if such date does not occur within thirty days after the Closing Date, by the end of such thirty-day period, each Bank agrees that it will deliver to each Borrower and the Administrative Agent (i) either (A) a statement that it is incorporated under the laws of the United States or a state thereof or (B) if it is not so incorporated, a letter in duplicate in the form of Exhibit J or Exhibit K, as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that such Bank is entitled to receive payment under this Agreement without deduction or compensation withholding of any United States Federal income taxes, and (ii) Internal Revenue Service Form W-8BEN, or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each Bank agrees (for the benefit of the Administrative Agent and the Borrowers) to provide the Administrative Agent and the Borrowers a new letter and Form W-8BEN or W-8ECI, or successor applicable form or other manner of certification, on or before the date that any such Underwriter hereunder letter or form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter or form previously delivered by it, certifying in the case of a Form W-8BEN or W-8ECI that such Bank is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income tax, and in the case of a Form W-8BEN establishing exemption from United States backup withholding tax. The Administrative Agent shall not be responsible for obtaining such documentation from any Bank other than JPMorgan Chase Bank. (d) The Company and the Capital Corporation shall not be required to be paid in make payments on account of United States withholding taxes to any Bank under the event second sentence of subsection 2.17(a) to the extent that such payment taxes could have been avoided had such Bank complied with a reasonable request by the Company, the Capital Corporation or compensation the Administrative Agent for the forms or documents referred to in subsection 2.17(c). (e) To the extent that, as determined by any Bank in its sole discretion and without any obligation to disclose its tax records, Foreign Taxes have been irrevocably utilized by such Bank (either as credits or deductions) to reduce its tax liabilities and such utilization is subject consistent with its overall tax policies, such Bank shall pay to the Company or the Capital Corporation, as the case may be, an amount equal to such Foreign Tax by reason reduction obtained to the extent of such Underwriter being connected with increased amounts paid by the jurisdiction Company or the Capital Corporation to such Bank as aforesaid. (f) The obligations of the Taxing Authority other than by reason parties under this subsection 2.17 shall survive termination of merely receiving this Agreement and payment hereunderof the Loans.

Foreign Taxes. Any amounts payable hereunder, other than All payments of interest, principal by the Operating Partnership or premium, if any, in respect of any of the Securities, Guarantor to an any Underwriter hereunder shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges charges, fees, deductions or fees of whatsoever nature withholdings, now or hereafter hereinafter imposed, levied, collected, deducted or withheld or assessed by or on behalf any of Australia the Ex-U.S. Jurisdictions or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority or political subdivision thereof, jurisdiction in which the Bank Operating Partnership or such Guarantor has a branch, an office or any agency from which payment is made or deemed to be made (each, a “Taxing AuthorityJurisdiction”), excluding (i) any such tax which would not have been imposed if by reason of such Underwriter had no present or former having some connection with any such jurisdiction a Taxing Jurisdiction other than the performance of its obligations participation as an Underwriter hereunder, and (ii) any income income, franchise or franchise other similar tax imposed on the overall net income of such any Underwriter imposed by the United States or by the State of New York or any jurisdiction political subdivision of which such Underwriter is a resident, citizen the United States or domiciliary, or in which such Underwriter is engaged in business and (iii) any tax imposed that would not have been imposed but for of the failure by such Underwriter to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of, such tax State of New York (all such non-non excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts payable hereunder represented by If any Foreign Taxes withheld are payable with respect to payments by the Operating Partnership or deducted cannot be paid or remittedany Guarantor to any Underwriter hereunder, then amounts payable under this Agreement shall be increased to such amounts amount as are is necessary to yield and remit to such Underwriter amounts an amount which, after deduction withholding, deduction, or other payment on account of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal equals the amounts amount that would have been payable if no Foreign Taxes had been so withheld or deducted applied. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a valid and legally binding agreement between the Underwriters and the Operating Partnership and the Guarantors in accordance with its terms. Very truly yours, AMERICOLD REALTY OPERATING PARTNERSHIP, L.P. By: /s/ E. Xxx Xxxxx Name: E. Xxx Xxxxx Title: Executive Vice President and Chief Financial Officer AMERICOLD REALTY TRUST, INC. By: /s/ E. Xxx Xxxxx Name: E. Xxx Xxxxx Title: Executive Vice President and Chief Financial Officer AMERICOLD REALTY OPERATIONS, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Xx. Name: Xxxxxx X. Xxxxxxxxx, Xx. Title: Chief Executive Officer AMERICOLD AUSTRALIAN HOLDINGS PTY LTD By: /s/ Xxxxxx X. Xxxxxxxxx Xx. Name: Xxxxxx X. Xxxxxxxxx Xx. Title: Chief Executive Officer ICECAP PROPERTIES NZ LIMITED By: /s/ Xxxxxx X. Xxxxxxxxx Xx. Name: Xxxxxx X. Xxxxxxxxx Xx. Title: Chief Executive Officer NOVA COLD LOGISTICS ULC By: /s/ Xxxxxx X. Xxxxxxxxx Xx. Name: Xxxxxx X. Xxxxxxxxx, Xx. Title: Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES LLC BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Executive Director For themselves and as Representatives of the other Underwriters named in Schedule B hereto. 1. Americold Australian Holdings PTY Ltd 2. Icecap Properties NZ Limited 3. Nova Cold Logistics ULC Citigroup Global Markets Inc. $ 110,000,000 BofA Securities, Inc. $ 90,000,000 X.X. Xxxxxx Securities LLC $ 90,000,000 PNC Capital Markets LLC $ 30,000,000 Rabo Securities USA, Inc. $ 30,000,000 RBC Capital Markets, LLC $ 30,000,000 Truist Securities, Inc. $ 30,000,000 Citizens JMP Securities, LLC $ 15,000,000 Xxxxxxx Xxxxx & Co. LLC $ 15,000,000 Huntington Securities, Inc. $ 15,000,000 Regions Securities LLC $ 15,000,000 HSBC Securities (USA) Inc. $ 7,500,000 Xxxxxx Xxxxxxx & Co. LLC $ 7,500,000 Xxxxxxx Xxxxx & Associates, Inc. $ 7,500,000 Scotia Capital (USA) Inc. $ 7,500,000 Total $ 500,000,000 1. Final Term Sheet Registration File Nos. 333-270664, 000-000000-00, 000-000000-00, 000-000000-00, 000-000000-00 and 000-000000-00 Issuer: Americold Realty Operating Partnership, L.P. Guarantors: Americold Realty Trust, Inc. Americold Realty Operations, Inc. Nova Cold Logistics ULC Americold Australian Holdings Pty Ltd Icecap Properties NZ Limited Security Title: 5.409% Notes due 2034 (the “Additional notes”) Aggregate Principal Amount”): $500,000,000 Maturity Date: September 12, 2034 Interest Rate: 5.409% per annum Interest Payment Dates: March 12 and September 12, commencing March 12, 2025 Issue Price: 100.000% of the aggregate principal amount Yield to Maturity: 5.409% Benchmark Treasury: 3.875% due August 15, 2034 Spread to Benchmark Treasury: + 168 basis points Benchmark Treasury Price / Yield: 101-06+ / 3.729% (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined under “Description of Notes—The Operating Partnership’s Redemption Rights” in the preliminary prospectus supplement, dated September 5, 2024) plus 0.250% (or 25 basis points) less (b) unpaid interest accrued thereon to, but excluding, the redemption date; provided, however, that no Additional Amount with respect to any payment or compensation to such Underwriter hereunder shall be required and (2)100% of the principal amount of the notes to be paid redeemed, plus, in either case, unpaid interest accrued thereon to, but excluding, the redemption date. On or after the Par Call Date, the Issuer may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price in cash equal to 100% of the principal amount of the notes being redeemed plus unpaid interest accrued thereon to, but excluding, the redemption date. See “Description of Notes—The Operating Partnership’s Redemption Rights” in the event that such payment or compensation is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunderpreliminary prospectus supplement, dated September 5, 2024, for more information.

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

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

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

Foreign Taxes. Any amounts payable hereunder, other than (a) All payments of interest, principal or premium, if any, made by any Foreign Subsidiary Borrower in respect of any of the Securities, to an Underwriter shall be made free and clear principal of and interest on its Syndicated Borrowings and of all other amounts payable by it under this Agreement are payable without withholding or deduction for or on account of any and all present or future taxes, levies, imposts, duties, withholdings or other charges levied or fees imposed by the government of whatsoever nature now any jurisdiction outside the United States of America or hereafter imposed, levied, collected, deducted or withheld or assessed by or on behalf of Australia or any political subdivision or taxing authority thereof or therein (herein called "Foreign Taxes"). If any such Foreign Subsidiary Borrower shall be required by law to deduct or withhold any Foreign Taxes from any such amount payable by it hereunder or under any of its Notes in connection with a Syndicated Borrowing to or for the account of any Bank, (i) such amount shall be increased as may be necessary so that, after making such deductions or withholdings (including any deductions or withholdings applicable to additional amounts payable pursuant to this Section), such Bank receives an amount equal to the amount it would have received had no such deductions or withholdings been made and (ii) such Foreign Subsidiary Borrower shall make such deductions and withholdings and pay the amount thereof to the relevant government, political subdivision or taxing authority at or prior to the time required to be paid under applicable law (and shall promptly furnish to the Agent, for the benefit of the Banks, receipts evidencing such payment). In addition, each such Foreign Subsidiary Borrower will pay any present or future stamp or documentary taxes or similar taxes or levies imposed by any jurisdictiongovernment, other than political subdivision or taxing authority referred to in the first sentence of this subsection arising from any payment by it hereunder or under any of its Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any of its Notes (herein called "Other Taxes"). Each such Foreign Subsidiary Borrower will indemnify each Bank and the Agent for, and hold each Bank and the Agent harmless against, the full amount of Foreign Taxes in connection with a Syndicated Loan or Other Taxes (including, without limitation, any Foreign Taxes in connection with a Syndicated Loan or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid or payable by such Bank or the Agent and any liability of such Bank or the Agent relating thereto (including, without limitation, penalties, interest and expenses). This indemnification shall be made within 15 days after demand by such Bank or the Agent (as the case may be). (b) If the cost to any Bank of making or maintaining any Syndicated Loan to a Foreign Subsidiary Borrower is increased, or the amount of any sum received or receivable under a Syndicated Loan by any Bank (or its Applicable Lending Office) is reduced, by an amount deemed by such Bank to be material, which increase or reduction would not have occurred but for the fact that such Foreign Subsidiary Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Foreign Subsidiary Borrower shall indemnify such Bank for such increased cost or reduction within 15 days after demand by such Bank (with a copy to the Agent). This Section 2.16(b) shall not apply to any taxing authority liabilities with respect to Foreign Taxes or political subdivision thereofOther Taxes or liabilities which would be Foreign Taxes or Other Taxes in the absence of the exclusionary language in Section 2.16(c). A certificate of such Bank claiming indemnification under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. (c) Notwithstanding the provisions of clause (a) above, in which the no Foreign Subsidiary Borrower shall indemnify any Bank has a branchfor or pay any additional amount or amounts to any Bank with respect to any tax, an office assessment or any agency from which payment is made (a “Taxing Authority”), excluding other governmental charge (i) imposed on, based upon, or measured by income of the Bank and franchise and similar taxes imposed upon the Bank by any jurisdiction in which such tax which would not have been imposed if such Underwriter had no present Bank is incorporated or former connection with any such jurisdiction other than the performance maintains its principal place of its obligations hereunderbusiness or Applicable Lending Office, (ii) any income or franchise tax imposed on as a result of a connection between the net income of taxing jurisdiction and such Underwriter Bank (other than a connection resulting solely from the transactions contemplated by any jurisdiction of which such Underwriter is a residentthis Agreement), citizen or domiciliary, or in which such Underwriter is engaged in business and (iii) imposed as a result of the transfer by such Bank of its interest in any tax Note or this Agreement or a change (other than pursuant to this Section 2.16(c)) in its Applicable Lending Office (other than taxes imposed as a result of any change in treaty, law or regulation after such transfer of the Bank's interest in any Note or this Agreement or change in the Bank's Applicable Lending Office), (iv) imposed as a result of a failure of any Bank to comply fully with the requirements of the last sentence of this Section 2.16(c), or (v) that would not have been imposed but for the (A) a failure by such Underwriter Bank to comply with any applicable certification, identification information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with any Taxing Authority such Bank if such compliance is required by statute or regulation of such Taxing Authority country as a pre-condition precondition to relief or exemption from(whether available by statute or tax treaty) from such tax, assessment or reduction in rate ofother governmental charge or (B) a determination by a taxing authority or a court of competent jurisdiction that a certification, information, documentation or other proof provided by such tax (all Bank to establish an exemption from such non-excluded taxestax, assessment or governmental charge is false. Each Bank will promptly notify the Company, the “relevant Foreign Taxes”). IfSubsidiary Borrowers, by operation and the Agent of law or otherwise, any event of which it has knowledge that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement shall be increased to will entitle such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with respect Bank to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment indemnification under clause (a) or compensation is subject to such Foreign Tax by reason (b) of such Underwriter being connected with the jurisdiction of the Taxing Authority other than by reason of merely receiving payment hereunder.this Section

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