Common use of Payment of Additional Amounts Clause in Contracts

Payment of Additional Amounts. (a) All payments by the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will be made free and clear of, and without withholding or deduction for or on account of any Taxes imposed, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required, the Corporation will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:

Payment of Additional Amounts. The Company, a Paying Agent, or any other Person on behalf of the Company, or any successor thereto (aeach, a “Payor”) All shall make all payments by the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will be made Securities free and clear of, and without withholding or deduction for for, or on account of, any present or future taxes, duties, assessments or governmental charges of any Taxes whatever nature (collectively, “Taxes”) imposed, levied, collected, withheld withheld, assessed or assessed levied by or on behalf of any Taxing jurisdiction in which the Payor is incorporated or tax resident, or any governmental authority or political subdivision thereof or therein having the power to tax (a “Relevant Jurisdiction”), unless such the withholding or deduction of the Taxes is so required by law or by of any Relevant Jurisdiction. Where the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction of Taxes is so requiredrequired by the law of any Relevant Jurisdiction, the Corporation will Payor shall, subject to the exceptions and limitations set forth below, pay as additional interest on the Securities such additional amounts (“Additional Amounts”) as may be are necessary so that the net amount received payment by each holder the Company or a Paying Agent or other Payor of Debentures the principal of and interest on the Securities, after such deduction for any present or future tax, assessment or governmental charge of a Relevant Jurisdiction, imposed by withholding or deduction (including any withholding or deduction required with respect to be made in respect of Additional Amounts) will the payment, shall not be less than the amount the holder that would have received if such Taxes been payable in respect of the Securities had not been withheld or deducted. If any such no withholding or deduction is not so been required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required . The Company’s obligation to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofshall not apply:

Payment of Additional Amounts. (a) All payments by The Issuer and the Corporation Guarantor shall pay, in respect of the Debentures (including the conversion thereof and including the issuance any payment of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will be made free and clear principal of, and without withholding any premium and interest on the Notes, to a registered holder or deduction beneficial owner thereof that, in the case of payment by the Issuer, is not a resident of the jurisdiction of incorporation or residence for tax purposes of the Issuer or on account any successor entity, or any political subdivision or taxing authority thereof or therein (the “Issuer Jurisdiction”), or in the case of payment by the Guarantor, is not a resident of the jurisdiction of incorporation or residence for tax purposes of the Guarantor or any Taxes imposedsuccessor entity, leviedor any political subdivision or taxing authority thereof or therein (the “Guarantor Jurisdiction”, collected, withheld or assessed by or on behalf of any Taxing and together with the Issuer Jurisdiction, unless such withholding or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required“Relevant Jurisdictions”) for purposes of taxation, the Corporation will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each such registered holder or beneficial owner of Debentures a Note, after such deduction or withholding for any and all present and future tax, levy, impost or deduction other governmental charge whatsoever imposed, assessed, levied or collected by or for the account of the United States, the United Kingdom or any political subdivision thereof or any authority thereof having the power to tax, or any other Relevant Jurisdiction (including any withholding or deduction required to be made in respect of Additional Amounts“Taxes”) will not be less than the amount the such holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required; provided, or if requiredhowever, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of that neither the Tax Act is Issuer nor the Guarantor shall be required to pay directly any Taxes imposed, levied, collected or assessed by Additional Amounts for or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect account of:

Payment of Additional Amounts. (a) All payments by of principal of and premium, if any, and interest, if any, on all Securities and, with respect to any series of Securities to which the Corporation in respect provisions of Article Fifteen shall apply, the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will Guarantee shall be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future income, leviedstamp or other tax, collectedduty, withheld levy, impost, assessment or assessed other governmental charge of any nature whatsoever imposed or levied by or on behalf of any Taxing the government of a Home Country Jurisdiction, unless any territory of a Home Country Jurisdiction or any authority or agency therein or thereof having the power to tax (collectively, “Taxes”), except to the extent such withholding Taxes are required to be withheld or deduction is so required deducted by law or by the interpretation or administration thereof by the relevant Governmental Authoritythereof. If the Company or, with respect to any such withholding or deduction series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor, is so requiredrequired to withhold or deduct any amount for or on account of Taxes from any payment made in respect of the Securities or, with respect to any series of Securities to which provisions of Article Fifteen shall apply, the Corporation will Guarantee, the Company or the Guarantor, as applicable, shall pay such additional amounts (“Additional Amounts”) as may be necessary so such that the net amount received by each holder of Debentures beneficial owner (including such Additional Amounts), after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will deduction, shall not be less than the amount the holder such beneficial owner would have received if such the Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofTaxes:

Payment of Additional Amounts. (a) All payments by the Corporation Company in respect of the Debentures (including Notes or the conversion thereof and including Guarantors in respect of the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Note Guarantees will be made free and clear of, and without withholding or deduction for or on account of any Taxes imposedpresent or future taxes, leviedduties, collectedassessments, withheld or assessed other governmental charges of whatever nature imposed or levied by or on behalf of the Company’s, a Guarantor’s or any successor’s jurisdiction of incorporation or tax residence or the jurisdiction in which central management or control of the Company, such Guarantor or such successor, as applicable, is exercised, or in or through which payments are made in respect of the Notes or the Note Guarantees or, in each case, any political subdivision or governmental authority therein (each a “Relevant Taxing Jurisdiction”), unless the Company, such withholding Guarantor or deduction such successor is so required compelled by law to deduct or by the interpretation withhold such taxes, duties, assessments, or administration thereof by governmental charges. In such event, the relevant Governmental Authority. If any payor will make such withholding deduction or deduction is withholding, make payment of the amount so required, withheld to the Corporation will appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as may be necessary so to ensure that the net amount received amounts receivable by each holder holders of Debentures Notes after such withholding or deduction (including any withholding or deduction required to be made in respect of such payment of Additional Amounts) will not be less than shall equal the amount the holder respective amounts of principal and interest (and premium, if any) which would have received if such Taxes had not been withheld or deducted. If any receivable in respect of the Notes in the absence of such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of deduction. No such Additional Amounts) will not Amounts shall be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofpayable:

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Issuer under or with respect to Section 2.3(c) for interest payments a Note, or otherwise) will a Guarantor under or with respect to a Note Guarantee, shall be made free and clear of, of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”) unless the Issuer or such Guarantor is required to withhold or deduct any such Taxes imposedby law, levied, collected, withheld including by the official interpretation or assessed administration thereof by a relevant taxing authority. If any Taxes imposed or levied by or on behalf of the government of France or any other jurisdiction in which the Issuer or any Guarantor (or any successor Person) is organized or is a resident or does business for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”), unless will at any time be required to be withheld or deducted from any payment made under or with respect to a Note or a Note Guarantee, or if a Holder actually pays any such Taxes where the Issuer or Guarantor or applicable withholding agent has failed to withhold or deduction is so deduct Taxes required by law to be withheld or by deducted from any payment made under or with respect to a Note or a Note Guarantee, the interpretation Issuer or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredGuarantor, the Corporation will as applicable, shall, pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each the holder of Debentures such Note (including Additional Amounts) after such withholding or deduction by the applicable withholding agent of such Taxes (including any withholding or deduction required to be made in respect of such Taxes on such Additional Amounts) will shall not be less than the amount the such holder would have received if such Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is ; provided, however, that notwithstanding the Corporation will pay such additional amounts (the term “foregoing, Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) Amounts will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofpaid:

Payment of Additional Amounts. (a) All payments made by the Corporation in Guarantor under or with respect of to the Debentures (including Notes or the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Guarantee will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposed, levied, collected, withheld present or assessed by or on behalf of any Taxing Jurisdictionfuture Taxes, unless such withholding the Guarantor is required to withhold or deduction is so required deduct Taxes by law or by the interpretation or administration thereof by the relevant Governmental Authoritythereof. If any such withholding or deduction the Guarantor is so requiredrequired to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Corporation Guarantor will pay as interest such additional amounts (“Additional Amounts”) Amounts as may be necessary so that the net amount received by each holder Holder in respect of Debentures a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre−condition to exemption from, or a reduction in the rate of deduction or withholding of:, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15−day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.

Payment of Additional Amounts. (a) All payments by the Corporation Company in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will any Debt Securities shall be made free and clear of, and without withholding or deduction for or on account of any Taxes imposedpresent or future taxes, leviedduties, collectedassessments or other governmental charges of whatsoever nature, withheld including penalties, interest and any other liabilities related thereto, imposed or assessed levied by or on behalf of Argentina or any Taxing Jurisdictionpolitical subdivision or authority thereof or therein having power to tax ("Taxes"), unless such withholding or deduction is so required we are compelled by law to deduct or by the interpretation or administration thereof by the relevant Governmental Authoritywithhold such Taxes. If any In such withholding or deduction is so requiredevent, the Corporation will Company shall pay such additional amounts (“"Additional Amounts”") as may be necessary so to ensure that the net amount amounts received by each holder Holders of Debentures such Debt Securities after such withholding or deduction (including any withholding or deduction required to be made of Taxes shall equal the respective amounts of principal and interest that would have been receivable in respect of Additional Amounts) will not be less than the amount such Debt Securities in the holder would have received if such Taxes had not been withheld or deducted. If any absence of such withholding or deduction is deduction, except that no such Additional Amounts shall be payable in respect of any Debt Securities (a) presented for payment of principal more than 30 days after the later of (i) the date on which such payment first became due and (ii) if the full amount payable has not been received in New York City by the Trustee on or prior to such date, the date on which, the full amount having been so requiredreceived, or if requirednotice to that effect shall have been given to such Holders by the Trustee, is not made, and a holder of a Debenture who is a non-resident of Canada except to the extent that such Holder would have been entitled to such Additional Amounts on presenting such Debt Securities for purposes payment on the last day of the Tax Act applicable 30-day period, (b) if any Taxes are imposed or withheld by reason of the failure to comply by the Holder or beneficial owner with a timely request of us addressed to such Holder to provide information, documents or other evidence concerning the nationality, residence, identity or connection with Argentina of such Holder or beneficial owner which is required by a statute, treaty, regulation or administrative practice of Argentina as a precondition to pay directly any Taxes imposedexemption from all or part of such Taxes, levied, collected or assessed (c) held by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation Holder or beneficial owner who is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such liable for Taxes (including any Taxes required to be paid in respect of such Additional AmountsDebt Securities by reason of having some connection with Argentina (or any political subdivision or authority thereof) will not be less other than the amount mere purchase, holding or disposition of any such Debt Securities, or the holder would have received if such Taxes had not been imposedreceipt of principal or interest in respect thereof, leviedor (d) any combination of (a), collected (b) or assessed; provided that no (c), nor shall Additional Amounts will be payable paid with respect to any payment of the principal of, or any interest on, any Debt Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment made to the extent that a Debentureholder for beneficiary or settler or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settler or beneficial owner been the Holder. The Company will also (x) make such withholding or deduction compelled by applicable law and (y) remit the full amount deducted or withheld to the relevant authority in respect of:accordance with applicable law. The Company will furnish copies of receipts evidencing the payment of any Taxes so deducted or withheld to the Trustee within 60 days after the date of such withholding or deduction. The Trustee will make such evidence available to any Holders upon request.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Convertible Debentures (including the conversion to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Debentures (i) the holders of the Convertible Debentures subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Debentures to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such Taxes deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law; provided, however the Company shall not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is be required to pay directly any taxes owed by Purchaser or any qualified assignee resulting from (x) the payment of interest on the Convertible Debentures by the Company or (y) any gain recognized from the transfer of the Convertible Debentures by the Purchaser or any qualified assignee. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes imposedand (z) from time to time, leviedas and when requested by the Company, collected or assessed by or on behalf of executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any Taxing Jurisdiction, then, upon written request of information necessary to establish such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such assignee's continued exemption from Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All adjustments, payments or transfers made by the Corporation Company under or with respect to the Debenture (including, but not limited to, the redemption or conversion thereof or as a result of any adjustment to the Conversion Price), or delivery of Common Shares (including cash in respect lieu of fractional shares) made by or on behalf of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Company will be made free and clear of, of and without withholding or deduction for or on account of any Canadian Taxes imposed, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdictionand US Taxes, unless such withholding the Company is required to withhold or deduction is so required deduct Canadian Taxes or US Taxes by law or by the interpretation or administration thereof by the relevant Governmental Authoritygovernment authority or agency. If any such withholding or deduction the Company is so requiredrequired to withhold or deduct any amount for or on account of Canadian Taxes or US Taxes from any payment or transfer made under or with respect to the Debentures (including, but not limited to, the Corporation redemption or conversion thereof or as a result of any adjustment to the Conversion Price), the Company will pay as additional interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder of Debentures the Holder after such withholding or deduction (including any withholding or deduction required with respect to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Canadian Taxes or US Taxes, as the case may be, had not been withheld or deducted. If any such deducted (a similar payment will also be made to the Holder if the Holder is exempt from withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act but is required to pay tax directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is amounts otherwise subject to withholding); provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposedhowever, levied, collected or assessed; provided that no Additional Amounts related to Canadian Taxes will be payable with respect to a payment made to a Debentureholder for or the Holder (an "Excluded Holder") in respect of the beneficial owner thereof (i) if the Company does not deal at arm's length (for purposes of the Tax Act) with the Holder at the time of the making of such payment, (ii) if the Holder is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of:, such Canadian Taxes or (iii) which payment is subject to such Canadian Taxes by reason of the Holder carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Debentures or the receipt of payment thereunder. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest penalties, liabilities or other amounts due of the Company or the Holder which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holder, within 30 days after the date the payment of any Canadian Taxes or US Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company.

Payment of Additional Amounts. (a) All payments by made under or with respect to the Corporation in Notes or with respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) any Note Guarantee will be made free and clear of, of and without withholding or deduction for for, or on account of, any present or future taxes, duties, assessments or other governmental charges of whatever nature, including any penalties and interest relating thereto (“Taxes”) imposed or levied by or on behalf of the government of, or any political subdivision of any authority or agency therein or thereof having power to tax of, (i) any jurisdiction in which the Company (including any surviving entity) is then incorporated, organized or resident for tax purposes, (ii) any jurisdiction in which any Guarantor is then incorporated, organized or resident for tax purposes or (iii) any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) (each of (i), (ii) and (iii), a “Relevant Tax Jurisdiction”), unless the withholding or deduction of such Taxes imposedis then required by law or by regulation or by government policy having the force of law. If any deduction or withholding for, leviedor on account of, collected, withheld any Taxes imposed or assessed levied by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so Relevant Tax Jurisdiction will at any time be required by law or by regulation or by government policy having the interpretation force of law to be made from any payments made under or administration thereof by with respect to the Notes or with respect to any Note Guarantee, including, without limitation, payments of principal, redemption price, repurchase price, interest or premium, the Company, the relevant Governmental Authority. If any such withholding Guarantor or deduction is so requiredother payor, the Corporation as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net amount amounts received in respect of such payments by each holder of Debentures Holder (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than equal the amount the holder respective amounts that would have been received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than payments in the amount the holder would have received if absence of such Taxes had not been imposedwithholding or deduction; provided, leviedhowever, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofto:

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Note to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Note (i) the holders of the Convertible Note subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Note to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. If the Company merges or consolidates with, or sells or conveys substantially all of its assets to, a Foreign Successor (a) All as permitted by Section 1.6 above with respect to the Offered Securities), all payments made by such Foreign Successor under or with respect to the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Offered Securities will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future taxes, leviedduties, collectedlevies, withheld imposts, assessments or assessed governmental charges of whatever nature imposed or levied by or on behalf of any Taxing JurisdictionJurisdiction (“Taxes”), unless such withholding Foreign Successor is required to withhold or deduction is so required deduct Taxes by law or by the interpretation or administration thereof by thereof. In the relevant Governmental Authority. If event that a Foreign Successor is required to so withhold or deduct any such withholding amount for or deduction is so requiredon account of any Taxes from any payment made under or with respect to the Offered Securities, the Corporation Foreign Successor will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures Offered Securities (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than equal the amount the holder that such Holder would have received if such Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder holder of the Offered Securities or a holder of a beneficial interest in the Offered Securities where such holder is subject to taxation on such payment by a relevant Taxing Jurisdiction for any reason other than such holder’s mere ownership of the Offered Securities or for or in respect on account of:

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures (including Company under or with respect to the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will Securities shall be made free and clear of, of and without withholding or deduction for, or on account of, any present or future duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having the power to tax, including without limitation any taxes imposed under Part XIII of the Tax Act (“Canadian Taxes”), unless the Company is required by law or the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any Taxes imposedpayment made under or with respect to the Securities, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless the Company shall make such withholding or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required, the Corporation will and pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures Holder after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Canadian Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, deducted and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts Company shall also make similar payment (the term “Additional Amounts” shall also include any such additional amountssimilar payments) as may be necessary so to Holders (other than Excluded Holders) of Securities that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes are exempt from withholding but are required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposedpay tax directly on amounts otherwise subject to withholding; provided, leviedhowever, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofto:

Payment of Additional Amounts. (a) All Unless otherwise required by Canadian law, neither the Partnership nor any Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Debt Securities or any Guarantee on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Partnership or a Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Debt Securities or a Guarantee, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Partnership or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Debt Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is ; provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposedhowever, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (A) who, insofar as Canadian Taxes are relevant, does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Partnership or such Guarantor or (B) to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Canada or any province or territory of Canada, other than the mere receipt of the payment, the acquisition, ownership or disposition of such Debt Securities or the exercise or enforcement of rights under the Debt Securities, any Guarantee or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Debt Securities, except as described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Debt Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Debt Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment with respect to which the Partnership or any Guarantor shall apply this clause (iv), the Partnership or such Guarantor shall have notified all Holders of the Debt Securities in writing that they shall be required to provide this declaration or claim. The Partnership and any Guarantor shall also: (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Debt Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Partnership or such Guarantor and, notwithstanding the Partnership’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Partnership or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Canada or any political subdivision or taxing authority thereof with respect to the creation, issue, offering, enforcement, redemption or retirement of the Debt Securities or any Guarantee. At least 30 days prior to each date on which any payment under or with respect to the Debt Securities is due and payable, if the Partnership or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Partnership (or in respect of any Guarantee, the relevant Guarantor) shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of:, premium, if any, or interest or any other amount payable on or with respect to any of the Debt Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.06 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.06, and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Partnership and any Guarantor under this Section 4.06 shall survive the termination of this Indenture and the payment of all amounts under or with respect to this Indenture and the Debt Securities. The preceding provisions of this Section 4.06 shall apply only at and during such time as either the Partnership or any Guarantor is organized under the laws of Canada or a province thereof.

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures (including Company under or with respect to the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Securities will be made free and clear of, of and without withholding or deduction for, or on account of, any present or future duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax, including without limitation any taxes imposed under Part XIII of the Tax Act ("Canadian Taxes"), unless the Company is required by law or the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any Taxes imposedpayment made under or with respect to the Securities, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless the Company will make such withholding or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required, the Corporation will and pay as additional interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder of Debentures Holder after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Canadian Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, deducted and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts similar payment (the term “"Additional Amounts” " shall also include any such additional amountssimilar payments) as may will also be necessary so made by the Company to Holders (other than Excluded Holders) of Securities that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes are exempt from withholding but are required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposedpay tax directly on amounts otherwise subject to withholding; provided, leviedhowever, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofto:

Payment of Additional Amounts. (a) All payments (including any premium paid upon redemption of the Notes) by or on behalf of the Corporation Issuer or a successor in respect of the Debentures (including Notes or the conversion thereof and including Guarantors or a successor in respect of the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Note Guaranties will be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments, or other governmental charges of any Taxes imposed, levied, collected, withheld whatever nature (“Taxes”) imposed or assessed levied by or on behalf of Brazil, the United States or any authority therein or thereof or any other jurisdiction in which the Issuer or the Guarantors (or in each case, their successor) are organized or doing business or from or through which payments are made in respect of the Notes, or any political subdivision or taxing authority thereof or therein (any of the aforementioned being a “Taxing Jurisdiction”), unless the Issuer or the Guarantors (or their respective successor) are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Issuer or the Guarantors (or their respective successor) will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts received by registered Holders of Notes after such withholding or deduction is so required by law shall equal the respective amounts of principal and interest (or by other amounts stated to be payable under the interpretation or administration thereof by Notes) which would have been received in respect of the relevant Governmental Authority. If any Notes in the absence of such withholding or deduction is so required, the Corporation will pay such additional amounts (“Additional Amounts”) as may be necessary so that ). Notwithstanding the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredforegoing, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of no such Additional Amounts) will not Amounts shall be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofpayable:

Payment of Additional Amounts. (a) All payments by the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Offered Securities will be made by (or on behalf of) the Issuers free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature (including, without limitation, penalties and interest and other similar liabilities related thereto) (“Taxes”), unless the withholding or deduction of such Taxes is required by law. In the event that the Issuers are required to withhold or deduct any amount for or on account of any Taxes imposed, levied, collected, withheld imposed or assessed levied by or on behalf of Ireland, Luxembourg or any other jurisdiction (other than the United States of America) in which either of the Issuers is incorporated, resident or doing business for tax purposes or from or through which payments by or on behalf of the Issuers are made, or any political subdivision or any authority thereof or therein (each, but not including the United States of America or any political subdivision or any authority thereof or therein, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to any Offered Security (including, unless such withholding without limitation, payments of principal, redemption price, purchase price, interest or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredpremium), the Corporation Issuers will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder or beneficial owner of Debentures Offered Securities (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than equal the amount the holder that such Holder or beneficial owner would have received if such Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will not be payable with respect to a payment made to a Debentureholder Holder or beneficial owner of Offered Securities where such Holder or beneficial owner is subject to taxation on such payment by the Relevant Taxing Jurisdiction for or in respect on account of:

Payment of Additional Amounts. (a) All payments made under or with respect to this Canadian Note Guarantee by the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Guarantor will be made free and clear of, and without of any withholding or deduction for or on account of any Taxes imposedtax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge of whatever nature (collectively, “Tax”) imposed or levied by or on behalf of Canada or any other jurisdiction in which Guarantor is organized, resident or doing business for tax purposes or from or through which Guarantor makes any payment on the Canadian Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Guarantor (or an applicable withholding agent) is required to withhold or deduction deduct Taxes by law. If Guarantor (or an applicable withholding agent) is so required by law to withhold or by deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to this Canadian Note Guarantee, Guarantor, subject to the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredexceptions listed below, the Corporation will pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received by each holder Holder or beneficial owner of Debentures the Notes after such withholding or deduction (including any withholding or deduction required attributable to be made in respect of Additional AmountsAmounts payable hereunder) will not be less than the amount the holder Holder or beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Preferred Shares to Purchaser and each “qualified assignee” thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Preferred Shares (i) the holders of the Preferred Shares subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Preferred Shares to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such Taxes deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law; provided, however, the Company shall not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is be required to pay directly any taxes owed by Purchaser or any qualified assignee resulting from (x) the payment of dividends on the Preferred Shares by the Company or (y) any gain recognized from the transfer of the Preferred Shares by the Purchaser to a qualified assignee. A “qualified assignee” of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes imposedand (z) from time to time, leviedas and when requested by the Company, collected or assessed by or on behalf of executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any Taxing Jurisdiction, then, upon written request of information necessary to establish such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such assignee’s continued exemption from Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All Unless otherwise required by Bermudan law, neither the Company nor the Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including Company or the issuance of Freely Tradeable Shares issuable pursuant Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or the Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or the Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (an “Excluded Holder”) to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment with respect to which the Company or the Guarantor shall apply this clause (iv), the Company or the Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and the Guarantor shall also (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the Company’s or the Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or the Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or the Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, the Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest) or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Bridge Notes to Purchaser and each “qualified assignee” thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes”) unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Bridge Notes (i) the holders of the Convertible Bridge Notes subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Bridge Notes to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.5) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A “qualified assignee” of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee’s continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. ARTICLE 1.2 (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Convertible Debentures (including the conversion to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as " Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Debentures (i) the holders of the Convertible Debentures subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Debentures to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (I) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Preferred Shares to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Preferred Shares (i) the holders of the Preferred Shares subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Preferred Shares to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such Taxes deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law; provided, however, the Company shall not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is be required to pay directly any taxes owed by Purchaser or any qualified assignee resulting from (x) the payment of dividends on the Preferred Shares by the Company or (y) any gain recognized from the transfer of the Preferred Shares by the Purchaser to a qualified assignee. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes imposedand (z) from time to time, leviedas and when requested by the Company, collected or assessed by or on behalf of executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any Taxing Jurisdiction, then, upon written request of information necessary to establish such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such assignee's continued exemption from Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Note to Purchaser and each “qualified assignee” thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Note (i) the holders of the Convertible Note subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Note to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A “qualified assignee” of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee’s continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments and deliveries made by the Corporation in Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of the Debentures principal (including the conversion thereof Fundamental Change Repurchase Price, if applicable, and the Redemption Price, if applicable), payments of interest, including the issuance any Additional Interest, and deliveries of Freely Tradeable Shares issuable pursuant to Section 2.3(cADSs (together with payments of cash for any fractional ADSs, if applicable) for interest payments or otherwise) will upon conversion, shall be made free and clear of, and without withholding or deduction for for, or on account of, any present or future taxes, duties, assessments or governmental charges of any Taxes imposed, levied, collected, withheld whatever nature imposed or assessed levied by or on behalf of within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or otherwise resident or from or through which payment is made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is so required by law or by regulation or governmental policy having the interpretation or administration thereof by force of law. In the relevant Governmental Authority. If event that any such withholding or deduction is so required, the Corporation will Company or any successor to the Company shall pay to each Holder such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received by each holder of Debentures the beneficial owner after such withholding or deduction (including and after deducting any withholding or deduction required to be made in respect of taxes on the Additional Amounts) will not be less than shall equal the amount the holder amounts that would have been received if by such Taxes beneficial owner had not been withheld or deducted. If any no such withholding or deduction is not so been required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will shall be payable with respect to a payment made to a Debentureholder for or in respect ofpayable:

Payment of Additional Amounts. (a) All payments by The principal of and interest on the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Notes will be made free and clear ofpaid to any holder, and who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without withholding or deduction for or on account of any Taxes imposedpresent taxes or duties of whatsoever nature, levied, collected, withheld imposed or assessed levied by or on behalf within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any Taxing Jurisdictionchange in, unless such withholding or deduction is so required by law amendment to, or by in the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredofficial application of, the Corporation will pay such additional amounts (“Additional Amounts”) as may laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be necessary so that the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than withhold any taxes or duties from any payments due under the amount the holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredNotes, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation Québec will pay such additional amounts (the term “"Additional Amounts” shall also include any such additional amounts") as may be necessary so in order that every net payment of the net amount received by each principal of and interest on the Notes to any such holder of Debentures after payment of such Taxes (including any Taxes required to will be paid in respect of such Additional Amounts) will not be less than the amount provided for in the Notes. Québec shall not, however, be obliged to pay such Additional Amounts on account of any such taxes or duties to which any holder is subject otherwise than by reason of his ownership of Notes or the receipt of income therefrom or which become payable as a result of any Note being presented for payment on a date more than ten days after the date on which the same becomes due and payable, or the date on which payment thereof is duly provided for, whichever is later. In addition, Québec also shall not be obligated to pay any Additional Amounts where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Union Directive 2003/48/EC or any Directive implementing the agreement of the ECOFIN Council meeting of June 3, 2003 regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive or presented for payment by or on behalf of a holder who would have received if been able to avoid such Taxes had not been imposed, levied, collected withholding or assessed; provided that no Additional Amounts will be payable with respect deduction by presenting the relevant Note to another Paying Agent in a payment made to a Debentureholder for or in respect of:Member State of the EU.

Payment of Additional Amounts. (a) All payments made by the Corporation in Company under or with respect of to the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable Notes, or by any Note Guarantor pursuant to Section 2.3(c) for interest payments or otherwise) the Note Guarantees, will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future tax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any government or political subdivision or territory or possession of any government or authority or agency therein or thereof having the power to tax (each a “Taxing JurisdictionAuthority”), unless the Company or such withholding Note Guarantor is required to withhold or deduction is so required by deduct Taxes under any law or by the interpretation interpretation, application or administration thereof by thereof. If, after the relevant Governmental Authority. If any Issue Date, the Company or such withholding or deduction Note Guarantor, as the case may be, is so requiredrequired to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Note Guarantees, as the case may be, the Corporation Company or such Note Guarantor, as the case may be, will pay to each Holder of Notes that are Outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures such Holder (including the Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder such Holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for Holder or in respect of:beneficial owner of the Notes (an “Excluded Holder”):

Payment of Additional Amounts. (a) All Unless otherwise required by Bermudan law, neither the Company nor the Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including Company or the issuance of Freely Tradeable Shares issuable pursuant Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or the Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or the Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (an “Excluded Holder”) to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment with respect to which the Company or the Guarantor shall apply this clause (iv), the Company or the Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and the Guarantor shall also (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the Company’s or the Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or the Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or the Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, the Guarantor) shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest) or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Notes to any Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Notes (i) the holders of Convertible Notes subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice form the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Notes to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than such Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. A "qualified assignee" of a Purchaser is a Person that is (x) organized under the laws of (i) the United States or (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All Unless otherwise required by Bermudan law, neither the Company nor the Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including Company or the issuance of Freely Tradeable Shares issuable pursuant Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or the Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or the Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (an “Excluded Holder”) to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment with respect to which the Company or the Guarantor shall apply this clause (iv), the Company or the Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and the Guarantor shall also (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the Company’s or the Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or the Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or the Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, the Guarantor) shall deliver to the Trustee and the Securities Administrator an Officer’s Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest) or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Convertible Debentures (including the conversion to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Debentures (i) the holders of the Convertible Debentures subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Debentures to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees, if any, on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Company or any Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or any Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Notes to any Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Notes (i) the holders of Convertible Notes subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice form the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Notes to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than such Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (I) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments and deliveries made by the Corporation in Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of the Debentures principal (including the conversion thereof Fundamental Change Repurchase Price, if applicable, the 2017 Repurchase Price, if applicable, and the Tax Redemption Price, if applicable), payments of interest, including the issuance any Additional Interest and payments of Freely Tradeable Shares issuable pursuant to Section 2.3(ccash or deliveries of ADSs (together with payments of cash for any fractional ADSs, if applicable) for interest payments or otherwise) will upon conversion, shall be made free and clear of, and without withholding or deduction for for, or on account of, any present or future taxes, duties, assessments or governmental charges of any Taxes imposed, levied, collected, withheld whatever nature imposed or assessed levied by or within any jurisdiction in which the Company is, or is deemed to be, organized, engaged in business or otherwise resident for tax purposes, or from or through which payment is made or deemed to be made on the Company behalf (including the jurisdiction of the Paying Agent) or any political subdivision or taxing authority thereof or therein (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is so required by law or by regulation or governmental policy having the interpretation or administration thereof by force of law. In the relevant Governmental Authority. If event that any such withholding or deduction is so required, the Corporation will Company or any successor to the Company shall pay to each Holder such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received by each holder of Debentures the beneficial owner after such withholding or deduction (including and after deducting any withholding or deduction required to be made in respect of taxes on the Additional Amounts) will not be less than shall equal the amount the holder amounts that would have been received if by such Taxes beneficial owner had not been withheld or deducted. If any no such withholding or deduction is not so been required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will shall be payable with respect to a payment made to a Debentureholder for or in respect ofpayable:

Payment of Additional Amounts. (a) All payments Unless otherwise specified as contemplated by Section 3.01, with respect to Debt Securities, Payments and Missed Payments, if any, on any such Debt Securities will be paid by the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments Company, without deduction or otherwise) will be made free and clear ofwithholding for, and without withholding or deduction for or on account of of, any Taxes and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any taxing authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, unless such withholding or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required, the Corporation Company will pay such additional amounts of, or in respect of, the principal amount of, (and premium, if any, on), Payments and Missed Payments, if any, on such Debt Securities (“Additional Amounts”) as may be necessary so in order that the net amount received by each holder amounts paid to the Holders of Debentures such Debt Securities, after such deduction or withholding, shall equal the respective amounts of principal, premium, Payments and Missed Payments, if any, which would have been payable in respect of such Debt Securities had no such deduction or withholding been required, provided that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due but for the fact that (i) the Holder of the Debt Security or the owner of a beneficial interest therein is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some connection or former connection with the Taxing Jurisdiction other than the holding or ownership of a Debt Security, or the collection of any payment of (or in respect of) principal (premium, if any, on), Payments and Missed Payments, if any, or of or the enforcement of, any Debt Security, (ii) the relevant Debt Security or Coupon or other means of payment of Payments or Missed Payments, if any, in respect of Debt Securities is presented for payment in the United Kingdom, (iii) the relevant Debt Security or other means of payment of Payments or Missed Payments, if any, in respect of Debt Securities is presented for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting the same for payment at the close of such 30 day period, (iv) such tax, levy, impost, duty, charge, fee, deduction (including any or withholding is imposed on a Payment or deduction Missed Payment, if any, to an individual and is required to be made pursuant to the European Council Directive 2003/48/EC or any other European Union Directive on the taxation of savings income implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000, or any law implementing or complying with, or introduced in order to conform to, such a directive; (v) presentation for payment of the relevant Debt Securities was made to a paying agent who was required to make (or pass through) such deduction or withholding and presentation for payment could have been made to a paying agent who was not required to make (or pass through) such deduction or withholding; (vi) presentation for payment of the relevant Debt Securities was made to a paying agent who was required to make (or pass through) such deduction or withholding and presentation for payment could have been made to a paying agent who was not required to make (or pass through) such deduction or withholding; (vii) there was a failure to comply by the Holder or the beneficial owner of the Debt Securities or the beneficial owner of any payment on such Debt Securities with a request of the Company addressed to the Holder or the beneficial owner, including a request of the Company related to a claim for relief under any applicable double tax treaty (x) to provide information concerning the nationality, residence, identity or connection with a Taxing Jurisdiction of the Holder or the beneficial owner or (y) to make any declaration or other similar claim to satisfy any information or reporting requirement, if the information or declaration is required or imposed by a statute, treaty, regulation, ruling or administrative practice of the Taxing Jurisdiction as a precondition to exemption from withholding or deduction of all or part of the tax, duty, assessment or other governmental charge; (viii) such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed in respect of Additional Amountsany estate, inheritance, gift, sale, transfer, personal property, wealth or similar tax, duty, assessment or other governmental charge; or (ix) will not such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed in respect of any combination of the above items. Whenever in this Indenture there is mentioned, in any context, the payment of any principal of (and premium, if any, on), Payments or Missed Payments, if any, on any Debt Security of any series or the payment of any related Coupon or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be less than deemed to include mention of the amount payment of additional amounts provided for in this Section to the holder extent that, in such context, additional amounts are, were or would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not madebe payable in respect thereof pursuant to the provisions of this Section, and a holder of a Debenture who is a non-resident of Canada for purposes express mention of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf payment of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:if

Payment of Additional Amounts. (a) All Unless otherwise required by Bermuda law, neither the Company nor any Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees, if any, on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Company or any Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or any Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (b) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim; (e) any Taxes imposed under Sections 1471 through 1474 of the Code, any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code; (f) any Taxes imposed on overall net income or any branch profits Taxes; (g) that a beneficiary or settlor with respect to a fiduciary, a member of a partnership or the beneficial owner of the payment would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of a Note in the case of a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment; or (h) any combination of the foregoing. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, such Guarantor) shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures (including Issuer or any Guarantor under or with respect to the conversion thereof and including Notes or the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Note Guarantees will be made free and clear of, of and without withholding or deduction for for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature (including penalties, additions to tax, interest and other liabilities related thereto) (hereinafter “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed, levied, collected, withheld imposed or assessed levied by or on behalf of the government of the British Virgin Islands, Luxembourg or any Taxing political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer or any Guarantor (including any successor entity) is organized, incorporated, engaged in business or is otherwise resident or treated as resident for tax purposes, or any jurisdiction from or through which payment is made (including, without limitation, the jurisdiction of each Paying Agent) (each a “Specified Tax Jurisdiction” and such Taxes, unless such withholding “Indemnified Taxes”), will at any time be required to be made from any payments made under or deduction is so required by law with respect to the Notes or by the interpretation or administration thereof by Note Guarantees, the Issuer, the relevant Governmental Authority. If any such withholding Guarantor or deduction is so requiredother payor, the Corporation as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by each holder of Debentures Holder after such withholding or deduction (including any withholding or deduction required to be made in respect of from Additional Amounts) will not be less than the amount the such holder would have received if such Indemnified Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is ; provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so however, that the net amount received by each such holder of Debentures after payment of such Indemnified Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will do not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofinclude:

Payment of Additional Amounts. (a) All Unless otherwise required by Bermudan law, neither the Company nor the Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including Company or the issuance of Freely Tradeable Shares issuable pursuant Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or the Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or the Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (an "Excluded Holder") to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities, except as described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment with respect to which the Company or the Guarantor shall apply this clause (iv), the Company or the Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and the Guarantor shall also (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the Company's or the Guarantor's efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or the Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or the Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, the Guarantor) shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Liquidated Damages, if any, Additional Amounts, if any, or interest (including defaulted interest) or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). If payments with respect of the Securities or the Guarantees become subject generally to the taxing jurisdiction of any Territory or any political subdivision or taxing authority thereof or therein having power to tax, other than or in addition to Bermuda or any political subdivision or taxing authority therein or thereof having power to tax, immediately upon becoming aware thereof the Company shall notify the

Payment of Additional Amounts. (a) All payments If any successor Person to the Company pursuant to Section 5.1(a) is not an entity organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, and any Taxes imposed by (i) the Corporation jurisdiction of organization of such successor Person, (ii) any other jurisdiction in which such successor Person is otherwise resident or doing business for tax purposes or (iii) any jurisdiction from or through which payment is made in respect of the Debentures Notes (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable with respect to payments made pursuant to Section 2.3(cthe Subsidiary Guarantees) for interest payments or, in each case, any political subdivision or otherwise) will governmental authority thereof (each a “Relevant Taxing Jurisdiction”), are required by applicable law to be deducted or withheld from any payment required to be made free in respect of the Notes (including with respect to payments made pursuant to the Subsidiary Guarantees) or otherwise under this Indenture, then such Taxes shall be deducted or withheld as required and clear ofthe amount of such payment shall be increased by such additional amounts as may be necessary for such payment to be made, and without after withholding or deduction for or on account of any Taxes imposedsuch Taxes, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or in an amount equal to the amount that would have been received by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required, the Corporation will pay such additional amounts (“Additional Amounts”applicable recipient(s) as may be necessary so that the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder would have received if such Taxes payment had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of no such Taxes (including any such Taxes required to be paid payable in respect of such additional amounts) been required to be so deducted or withheld (any such amounts, “Additional Amounts) will not be less than ”). Notwithstanding the amount the holder would have received if preceding sentence, however, no such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:

Payment of Additional Amounts. (a) All payments by the Corporation Issuers in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will Securities shall be made free and clear of, and without withholding or deduction for or on account of any Taxes imposedpresent or future taxes, leviedduties, collectedassessments or other governmental charges of whatsoever nature, withheld including penalties, interest and any other liabilities related thereto (“Taxes”), imposed or assessed levied by or on behalf of The Netherlands or any Taxing Jurisdictionrelevant jurisdiction or any political subdivision or authority thereof or therein having power to tax, unless such withholding or deduction is so required the Issuers are compelled by law to deduct or by the interpretation withhold such taxes, duties, assessments or administration thereof by the relevant Governmental Authorityother governmental charges. If any In such withholding or deduction is so requiredevent, the Corporation will Issuers shall pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount amounts received by each holder the Holders of Debentures the Securities after such withholding or deduction (including any withholding or deduction required to be made shall equal the respective amounts of principal and interest that would have been receivable in respect of Additional Amounts) will not be less than the amount Securities in the holder would have received if such Taxes had not been withheld or deducted. If any absence of such withholding or deduction is deduction, except that no such Additional Amounts shall be payable in respect of any Security (i) presented for payment of principal more than 60 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in New York City by the Trustee on or prior to such due date, the date on which, the full amount having been so requiredreceived, or if requirednotice to that effect shall have been given to the Securityholders by the Trustee, is not made, and a holder of a Debenture who is a non-resident of Canada except to the extent that the Securityholder would have been entitled to such Additional Amounts on presenting such Security for purposes payment on the last day of the Tax Act applicable 60 day period; (ii) if any tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Securityholder or, if different, the beneficial owner of the interest payable on the Security with a timely request of the Issuers addressed to such Holder to provide information, documents or other evidence con­cerning the nationality, residence, identity or connection with The Netherlands or any relevant jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or admin­istrative practice of The Netherlands or any relevant jurisdiction as a precondition to pay directly any Taxes imposedexemption from all or part of such tax, levied, collected assessment or assessed governmental charge; (iii) held by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation a Securityholder who is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such liable for Taxes (including any Taxes required to be paid in respect of such Security by reason of having some connection with The Netherlands or any relevant jurisdiction (or any political subdivision or authority thereof) other than the mere purchase, holding or disposition of any Security, or the receipt of principal or interest in respect thereof, including, without limitation, such Securityholder being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (iv) to the extent that such Additional Amounts exceed the Additional Amounts that would have been payable had such Securityholder or beneficial owner of the interest not failed to be a resident of the United States within the meaning of the income tax treaty between the United States and The Netherlands or the United States and any other relevant jurisdiction; (v) to the extent that such Additional Amounts exceed the Additional Amounts that would have been payable had such Securityholder or beneficial owner of the interest (if such person is a tax-exempt entity) not sold, or agreed to sell, such Security within the three months of the acquisition thereof; or (vi) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar tax, assessment or other governmental charge; and any combination of (i), (ii), (iii), (iv), (v) or (vi), nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security to any Securityholder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Securityholder. The Issuers will also (a) make such withholding or deduction compelled by applicable law and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuers will furnish copies of such receipts evidencing the payment of any Taxes so deducted or withheld in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Issuers to the Trustee within 60 days after the date of receipt of such evidence. The Trustee shall make such evidence available to the Holders of Securities upon request. If the Issuers have paid any Additional Amounts to any Securityholder or, if different, the beneficial owner of the interest and such Person is entitled to a refund of the Tax to which such Additional Amounts are attributable from any competent taxation authority or other governmental authority, then such Person shall (a) as soon as practicable but in any event within 30 days after receiving a written request thereof from the Issuers, comply with any administrative procedure to obtain such refund and (b) upon receipt of such refund promptly pay over such refund to the Issuers. If Additional Amounts are paid to a Securityholder or, if different, the beneficial owner of the interest, and subsequently it is determined that the Securityholder or beneficial owner of the interest was not entitled to such Additional Amounts) will not be less than , then such Securityholder or beneficial owner of the interest shall promptly refund to the Issuers the amount of all such Additional Amounts previously paid to the holder would have received Securityholder or beneficial owner of the interest. All references herein and in the Securities to the principal of or interest on a Security shall be deemed to include any Additional Amounts payable in connection therewith. The Issuers will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to herein or in the Securities. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Issuers will be obligated to pay Additional Amounts with respect to such Taxes had not been imposedpayment, levied, collected or assessed; provided the Issuers will deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that no such Additional Amounts will be payable and shall specify by country the amounts to be payable and will set forth such other information necessary to enable the Trustee and the Paying Agent to pay such Additional Amounts to Holders on the payment date. The Issuers shall indemnify the Trustee and any Paying Agent for, and hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. The obligations of the Issuers under this Section 4.19 shall survive the termination of this Indenture and the payment of all amounts under or with respect to a payment made the Securities. The Issuers will not take any voluntary action that results in their obligations to a Debentureholder for or in respect of:pay Additional Amounts.

Payment of Additional Amounts. (a) All payments by the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will be made free and clear of, and without withholding or deduction for or on account of any Taxes imposed, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required, the Corporation will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “"Additional Amounts” " shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Instruments to any Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any such withholding Taxes from or deduction is so required, in respect of any sum payable under the Corporation will pay such additional amounts Convertible Instruments (“Additional Amounts”i) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.9) will not be less than such Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; (ii) the Company shall make such deductions or withholdings; and (iii) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (I) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to each of the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information, necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures Company under or with respect to the Notes, or by or on behalf of any Note Guarantor under or with respect to any Note Guarantee (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwiseeach such Person, a “Payor”) will be made free and clear of, and without of any withholding or deduction for or on account of any Taxes imposedtax, leviedduty, collectedxxxx, withheld impost, assessment or assessed other governmental charge of whatever nature (collectively, “Tax”) imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or doing business for tax purposes or from or through which such Payor makes any payment on the Notes or its Note Guarantee or any department or political subdivision of any of the foregoing (each, a “Relevant Taxing Jurisdiction”), unless such the Payor (or an applicable withholding agent) is required to withhold or deduction deduct Taxes by law. If the Payor (or an applicable withholding agent) is so required by law to withhold or by the interpretation deduct any amount for or administration thereof by the relevant Governmental Authority. If on account of Taxes of any such withholding Relevant Taxing Jurisdiction from any payment made under or deduction is so requiredwith respect to any Notes or Note Guarantee, the Corporation Payor, subject to the exceptions listed below, will pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received by each holder Holder or beneficial owner of Debentures the Notes after such withholding or deduction (including any withholding or deduction required attributable to be made in respect of Additional AmountsAmounts payable hereunder) will not be less than the amount the holder Holder or beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Bridge Note to any Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Bridge Note (i) the holders of the Bridge Note subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Bridge Note to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than such Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (I) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Notes to any Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Notes (i) the holders of convertible Notes subject to such withholding Taxes shall have the right, but not the obligation, following the Restricted Period, and for a period of thirty (30) days commencing upon the day it shall have received written notice form the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Notes to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable -------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 13 (American International Petroleum Corporation) 85478.4 shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.5) will not be less than such Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (I) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to each of the Company that payments of the company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures (including Issuer under or with respect to the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will Notes shall be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future tax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any Taxing Jurisdictionprovince or territory thereof, any jurisdiction in which any Guarantor is organized or resident for tax purposes, any jurisdiction from or through which payment is made or by any authority or agency therein or thereof having power to tax (hereinafter “Relevant Taxes”), unless such withholding the Issuer is required to withhold or deduction is so required deduct Relevant Taxes by law or by the interpretation or administration thereof by the relevant Governmental Authoritygovernment authority or agency. If any such withholding or deduction the Issuer is so requiredrequired to withhold or deduct any amount for or on account of Relevant Taxes from any payment made under or with respect to the Notes, then, the Corporation will Issuer shall pay to each Holder or beneficial owner of Notes as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures such Holder or beneficial owner after such withholding or deduction (including and after deducting any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder would have received if such Relevant Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder such Holder or beneficial owner would have received if such Relevant Taxes had not been imposedwithheld or deducted. However, leviednotwithstanding the foregoing, collected or assessed; provided that no Additional Amounts will shall be payable with respect to a payment made to a Debentureholder for Holder or in respect ofbeneficial owner of Notes:

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Bridge Note to any Purchaser and each “qualified assignee” thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Bridge Note (i) the holders of the Bridge Note subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Bridge Note to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than such Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A “qualified assignee” of a Purchaser is a Person that is organized under the laws of (I) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee’s continued exemption from Taxes under applicable law. (b) The Company shall forthwith pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and levies hereinafter referred to as “Other Taxes”) which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from the Purchaser to a Person of any Security. (c) The Company shall indemnify Purchaser, or qualified assignee, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 3.6) paid by each Purchaser, or qualified assignee, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes had not been withheld or deductedOther Taxes were correctly or legally asserted. If Payment under this indemnification shall be made within 30 days from the date such Purchaser or assignee makes written demand therefor. A certificate as to the amount of such Taxes or Other Taxes submitted to the Company by such Purchaser or assignee shall be conclusive evidence of the amount due from the Company to such party. (d) Within 30 days after the date of any such withholding payment of Taxes, the Company will furnish to Purchaser the original or deduction is not so required, or if required, is not made, and a holder certified copy of a Debenture who receipt evidencing payment thereof. (e) Purchaser shall provide to the Company a form W-8, stating that it is a non-resident of Canada for purposes of the Tax Act is required to pay directly U.S. person, together with any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as tax forms which may be necessary so that required under the net amount received by each such holder of Debentures Code, as amended after payment of such Taxes (including any Taxes required the date hereof, to allow interest payments to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:it without deduction.

Payment of Additional Amounts. Unless otherwise specified as contemplated by Section 3.01, with respect to Debt Securities, all amounts of principal of (aand premium, if any, on) All payments and interest on any such Debt Securities will be paid by the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments Company, without deduction or otherwise) will be made free and clear ofwithholding for, and without withholding or deduction for or on account of of, any Taxes and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any taxing authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, unless such withholding or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required, the Corporation Company will pay such additional amounts of, or in respect of, the principal amount of (and premium, if any, on) and interest on such Debt Securities (“Additional Amounts”) as may be necessary so in order that the net amount received by each holder amounts paid to the Holders of Debentures such Debt Securities, after such deduction or withholding, shall equal the respective amounts of principal, premium and interest, which would have been payable in respect of such Debt Securities had no such deduction or withholding been required, provided that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due but for the fact that (i) the Holder of the Debt Security or the owner of a beneficial interest therein is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some connection or former connection with the Taxing Jurisdiction other than the holding or ownership of a Debt Security, or the collection of any payment of (or in respect of) principal of (premium, if any, on) and interest on or the enforcement of, any Debt Security, (ii) the relevant Debt Security or Coupon or other means of payment of interest in respect of Debt Securities is presented for payment in the United Kingdom or (iii) the relevant Debt Security or Coupon or other means of payment of interest in respect of Debt Securities is presented for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting the same for payment at the close of such 30 day period (iv) such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed on any interest to an individual and is required to be made pursuant to any European Union directive on the taxation of savings income relating to the proposal for a directive on the taxation of savings income published by the ECOFIN Council on December 13, 2001 or otherwise implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000, or any law implementing or complying with, or introduced in order to conform to, such a directive; (v) presentation for payment of the relevant Debt Securities was made to a paying agent who was required to make (or pass through) such deduction or withholding and presentation for payment could have been made to a paying agent who was not required to make (or pass through) such deduction or withholding; (vi) there was a failure to comply by the Holder or the beneficial owner of the Debt Securities or the beneficial owner of any payment on such Debt Securities with a request of the Company addressed to the Holder or the beneficial owner, including a request of the Company related to a claim for relief under any applicable double tax treaty (a) to provide information concerning the nationality, residence, identity or connection with a Taxing Jurisdiction of the Holder or the beneficial owner or (b) to make any declaration or other similar claim to satisfy any information or reporting requirement, if the information or declaration is required or imposed by a statute, treaty, regulation, ruling or administrative practice of the Taxing Jurisdiction as a precondition to exemption from withholding or deduction of all or part of the tax, duty, assessment or other governmental charge; (including vii) such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed in respect of any estate, inheritance, gift, sale, transfer, personal property, wealth or similar tax, duty, assessment or other governmental charge; or (viii) such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed in respect of any combination of the above items. For the avoidance of doubt, all payments in respect of the Debt Securities will be made subject to any withholding or deduction required pursuant to FATCA, and the Issuer shall not be made required to pay any Additional Amounts on account of any such deduction or withholding required pursuant to FATCA. Whenever in this Indenture there is mentioned, in any context, the payment of any principal of (and premium, if any, on) or interest on any Debt Security of any series or the payment of any related Coupon or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section, and express mention of the payment of Additional AmountsAmounts (if applicable) will in any provisions hereof shall not be less than the amount the holder would have received if construed as excluding Additional Amounts in those provisions hereof where such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, express mention is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:.

Payment of Additional Amounts. (a) All payments made by the Corporation in Issuer under or with respect of to the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Notes or any Guarantor with respect to Section 2.3(c) for interest payments or otherwise) its Guarantee will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future Taxes, levied, collected, withheld or assessed by or on behalf unless required under the laws of any Taxing Jurisdiction, unless such withholding or deduction is so required by law Jurisdiction or by the interpretation or administration thereof by the relevant Governmental Authoritythereof. If the Issuer or any such withholding Guarantor is required to withhold or deduction is so requireddeduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or a Guarantee, the Corporation will Issuer or such Guarantor shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures Holder (including Additional Amounts) after such withholding or deduction (including any deduction or withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (to the extent any of the following exceptions apply, an “Excluded Holder”) (i) with which the Issuer or such Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) that is subject to the Taxes at issue by reason of its being connected with the relevant Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of such Notes or the receipt of payments thereunder, (iii) that presents any Note for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that such Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 60-day period, (iv) that failed duly and timely to comply with a timely request of the Issuer to provide information, documents or other evidence concerning such Holder’s nationality, residence, entitlement to treaty benefits, identity or connection with the relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iv), (v) on account of any estate, inheritance, gift, sales, transfer or any Tax similar to any of the foregoing Taxes, other than Documentary Taxes (as defined below), (vi) that is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the holder of such Note, or (vii) any combination of the foregoing numbered clauses of this proviso. The Issuer and the Guarantors will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuer and the Guarantors will furnish to the Trustee, within 30 days after the date of the payment of any Taxes due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer or any such Guarantor in such form as is provided in the normal course by the Taxing Authority imposing such Taxes and as is reasonably available to the Issuer or any such Guarantor, as the case may be. The Trustee shall make such evidence available upon the written request of any Holder that are outstanding on the date of any such withholding or deduction. The Issuer and the Guarantors shall indemnify and hold harmless each Holder (other than an Excluded Holder) and the Trustee and, upon written request of any Holder (other than an Excluded Holder) or the Trustee, reimburse such Holder or the Trustee, as the case may be, for the amount of (i) any such Taxes levied or imposed on and paid by such Holder or the Trustee, as the case may be, as a result of payments made under or with respect to the Notes held by such Holder (including payments under this clause (i)); and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder or the Trustee, as the case may be, after such reimbursement will not be less than the net amount such Holder or the Trustee, as the case may be, would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment, the Issuer or such Guarantor shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and specifying the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuer or a Guarantor shall pay any present or future stamp, court, documentary or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery or registration of:, or enforcement of rights under, this Indenture or any related documents, other than any such Taxes, charges or levies (i) that are imposed by reason of the holder being connected with such Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of the Notes or the receipt of payments thereunder, or (ii) that are imposed with respect to a transfer of Notes by a holder (“Documentary Taxes”). The obligation to pay Additional Amounts and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of this Indenture.

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures (including Company under or with respect to the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Securities will be made free and clear of, of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax, including without limitation any taxes imposed under Part XIII of the Tax Act (hereinafter "CANADIAN TAXES"), unless the Company is required to withhold or deduct any amounts for, or on account of, Canadian Taxes pursuant to any applicable law or by virtue of the interpretation or administration thereof. If the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any Taxes imposed, levied, collected, withheld payment made under or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by with respect to the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredSecurities, the Corporation Company will pay as additional interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder of Debentures Holder (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Canadian Taxes had not been withheld or deducted. If any such deducted (a similar payment will also be made to Holders of Securities (other than Excluded Holders (as defined herein)) that are exempt from withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is but are required to pay tax directly any Taxes imposedon amounts otherwise subject to withholding, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or Holder in respect of a beneficial owner of Securities (an "EXCLUDED HOLDER") (i) with which the Company does not deal at arm's length (within the meaning of the Tax Act) at the time of making such payment, (ii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of:, such Canadian Taxes, (iii) which has executed a Notice of Election and has not withdrawn such Notice of Election or (iv) which is subject to such Canadian Taxes by reason of any connection between such beneficial owner and Canada or any province or territory thereof other than the mere holding of Securities or the receipt of payments thereunder. The Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant tax or receiving authority in accordance with and in the time required by applicable law. The Company will furnish to the Trustee, within 30 days after the date the payment of any Canadian Taxes are due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company. The Company will indemnify and hold harmless each Holder (other than all Excluded Holders) for the amount of (i) any Canadian Taxes not withheld or deducted by the Company and levied or imposed on and paid by such Holder or beneficial owner as a result of payments made under or with respect to the Securities, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Canadian Taxes imposed with respect to any payment made under clauses (i) or (ii) above. Holders shall be required to complete and file any applicable forms with, or provide certification to, the relevant tax authorities as requested by the Company. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company is aware that it will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal and interest or any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures Company under or with respect to any series of Securities (including the conversion thereof and including the issuance or by any Subsidiary Guarantor with respect to any Subsidiary Guarantee of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwiseany series of Securities) will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future tax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any Taxing JurisdictionProvince or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “Canadian Taxes”), unless the Company or such withholding Subsidiary Guarantor is required to withhold or deduction is so required deduct Canadian Taxes by law or by the interpretation or administration thereof by the relevant Governmental Authoritygovernment authority or agency. If any the Company or such withholding or deduction Subsidiary Guarantor is so requiredrequired to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Securities, the Corporation Company or such Subsidiary Guarantor will pay to each Holder as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures Holder after such withholding or deduction (including and after deducting any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder would have received if such Canadian Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder such Holder would have received if such Canadian Taxes had not been imposedwithheld or deducted; provided, leviedhowever, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:Holder (herein, an “Excluded Holder”):

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures Company under or with respect to the Notes, or by or on behalf of any Note Guarantor, under or with respect to any Note Guarantee (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwiseeach such Person, a “Payor”) will be made free and clear of, and without of any withholding or deduction for or on account of any Taxes imposedtax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge of whatever nature (collectively, “Tax”) imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor makes any payment on the Notes or its Note Guarantee or any department or political subdivision of any of the foregoing (each, a “Relevant Taxing Jurisdiction”), unless such the Payor (or an applicable withholding agent) is required to withhold or deduction deduct Taxes by law. If the Payor (or an applicable withholding agent) is so required by law to withhold or by the interpretation deduct any amount for or administration thereof by the relevant Governmental Authority. If on account of Taxes of a Relevant Taxing Jurisdiction from any such withholding payment made under or deduction is so requiredwith respect to any Notes or Note Guarantee, the Corporation Payor, subject to the exceptions listed below, will pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received by each holder Holder or beneficial owner of Debentures the Notes after such withholding or deduction (including any withholding or deduction required attributable to be made in respect of Additional AmountsAmounts payable hereunder) will not be less than the amount the holder Holder or beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:.

Payment of Additional Amounts. (a) All Unless otherwise required by Panamanian law, the Company will not deduct or withhold from payments by made with respect to the Corporation in respect Securities on account of any present or future Taxes. In the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant event that Company is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposed, levied, collected, withheld due from any payment made under or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by with respect to the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredSecurities, the Corporation Company will pay such additional amounts (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (an "EXCLUDED HOLDER") to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Panama, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities, except as described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment date with respect to which the Company shall apply this clause (iv), the Company shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company shall also (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable 44 laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company and, notwithstanding the Company's efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Panama or the United States, or any political subdivision or taxing authority of or in the foregoing with respect of:to the creation, issue, offering, enforcement, redemption or retirement of the Securities. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company becomes obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal or interest (including Additional Interest and defaulted interest) or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 6.9 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 6.9 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Convertible Debentures (including the conversion to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as " Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Debentures (i) the holders of the Convertible Debentures subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Debentures to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments made by the Corporation in Issuer under or with respect of to the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Senior Notes will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposed, levied, collected, withheld present or assessed by or on behalf of any Taxing Jurisdictionfuture Taxes, unless such withholding the Issuer is required to withhold or deduction is so required deduct Taxes by Canadian law or by the interpretation or administration thereof by thereof. If, after the relevant Governmental Authority. If any such withholding or deduction Issue Date, the Issuer is so requiredrequired to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Senior Notes, the Corporation will Issuer shall pay to each Holder of Senior Notes on the date of the required payment such additional amounts of interest (“"Additional Amounts”") as may be necessary so that the net amount of interest received by each holder of Debentures such Holder (including the Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Taxes taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (an "Excluded Holder") if: (i) the Holder is subject to such tax, assessment or charge by reason of being connected with Canada (with respect to Canadian deductions or withholdings) other than by the Holder's mere holding of, or receipt of any payments in respect of, the Senior Note; (ii) the Senior Note is presented for payment (where presentation is required) more than 30 days after the due date of the payment (or, if payment is not provided for when due, any later date when notice that such payment is available has been given) except to the extent that the Holder would have been entitled to such Additional Amount on presenting the Senior Note for payment on the last day of such 30-day period; (iii) the actual beneficiary of any payments under the Senior Note is entitled to an exemption from withholding under a tax treaty but fails, after having received a request to do so following the imposition of withholding, to provide a certificate required to confirm that the beneficiary is so entitled; (iv) such payment is made to a Holder with which the Issuer or the Company, as the case may be, does not deal at arm's length (within the meaning of Canadian Federal Income Tax Act) at the time of making such payment. The Issuer shall also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with the applicable law. The Issuer shall furnish to the Holders of Senior Notes that are Outstanding on the date of the required payment within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made by the Issuer. The Issuer shall indemnify and hold harmless each Holder on the date of the required payment (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Outstanding Senior Notes, (ii) any liability (including penalties, interest and expense) arising therefrom or with respect thereto, and (iii) any Taxes imposed with respect to any reimbursement under clause (i) or (ii) above. At least 30 days prior to each date on which any payment under or with respect to the Senior Notes is due and payable, if the Issuer becomes obligated to pay Additional Amounts with respect to such payment, the Issuer (or in respect of:of the Guaranty, the Company) shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest (including Defaulted Interest) or any other amount payable on or with respect to any of the Senior Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 1007 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 1007 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer under this Section 1007 shall survive the termination of this Indenture and the payment of all amounts under or with respect to this Indenture and the Senior Notes.

Payment of Additional Amounts. (a) All Unless otherwise required by Bermuda law, neither the Company nor any Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees, if any, on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Company or any Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or any Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (b) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim; (e) any Taxes imposed under Sections 1471 through 1474 of the Code, any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code; (f) any Taxes imposed on overall net income or any branch profits Taxes; (g) that a beneficiary or settlor with respect to a fiduciary, a member of a partnership or the beneficial owner of the payment would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of a Note in the case of a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment; or (h) any combination of the foregoing. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). If payments with respect of the Securities or any Guarantees become subject generally to the taxing jurisdiction of any Territory or any political subdivision or taxing authority thereof or therein having power to tax, other than or in addition to Bermuda or the United States or any political subdivision or taxing authority therein or thereof having power to tax, immediately upon becoming aware thereof the Company shall notify the Trustee in writing of such event, and thereupon the Company or such Guarantor, as the case may be, shall be obligated to pay Additional Amounts in respect thereof on terms corresponding to the terms of the foregoing provisions of this Section 3.07 with the substitution for (or, as the case may be, in addition to) the references herein to Bermuda or any political subdivision or authority therein or thereof having power to tax of references to that other or additional Territory or any political subdivision

Payment of Additional Amounts. (aA) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including Convertible Notes to the conversion Noteholder and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any such withholding Taxes from or deduction is so required, the Corporation will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amountsany sum payable under the Convertible Notes to the Noteholder or Holders of Convertible Notes subject to such Taxes shall have the right, but not the obligation, for a period of thirty (30) will not be less than days commencing upon the amount the holder would day it shall have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of written notice form the Tax Act Company that it is required to withhold Taxes to transfer all or any portion of the Convertible Notes to a qualified assignee to the extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; and (iii) the Company shall forthwith pay directly the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. A "qualified assignee" of a Noteholder is a Person that is (x) organized under the laws of (i) the United States or (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes imposedand (z) from time to time, leviedas and when requested by the Company, collected or assessed by or on behalf of executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any Taxing Jurisdiction, then, upon written request of information necessary to establish such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such assignee's continued exemption from Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All The Company shall make all payments by the Corporation of principal, premium, if any, and interest in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will be made Notes free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of any Taxes whatever nature imposed, levied, collected, withheld or assessed by or on behalf within Chile or by or within any political subdivision thereof or any authority therein or thereof having power to tax or any other jurisdiction through which payments are made in respect of the Notes (including, for the avoidance of doubt, any Taxing successor jurisdiction pursuant to Section 4.1) (each a “Relevant Jurisdiction”) (“Taxes”), unless such withholding or deduction is so required by law or by the interpretation or administration thereof by thereof. In the relevant Governmental Authority. If event of any such withholding or deduction is so requiredof Taxes, the Corporation Company will pay to Holders such additional amounts (“Additional Amounts”) as may be necessary so that will result in the receipt by each Holder of the net amount received that would otherwise have been receivable by each holder such Holder in the absence of Debentures after such withholding or deduction, except that no such Additional Amounts will be payable: (i) in respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection (including, without limitation, a permanent establishment in a Relevant Jurisdiction) between the Holder (or, if the Holder is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder, applicable recipient of a payment or beneficial owner) and an authority with the power to levy or otherwise impose or assess a Tax, other than the mere receipt of such payment or the mere holding or ownership of such Note or beneficial interest or the enforcement of rights thereunder; (ii) in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment within 15 days after the Relevant 25 (NY) 27921/279/INDENTURE/Andina Indenture.doc Date to the extent presentation is required (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented for payment on the last day of such 15-day period); (iii) in respect of any Taxes that would not have been so withheld or deducted but for the failure by the Holder, applicable recipient of payment or the beneficial owner of the Note or any payment in respect of such Note to (i) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with a Relevant Jurisdiction; provided that such declaration or compliance was required as a precondition to exemption from all or part of such Taxes and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such requirements; (iv) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges; (v) in respect of any Taxes that are payable otherwise than by deduction or withholding from payments on the Notes; (vi) in respect of any Taxes that would not have been so imposed if the Holder had presented the Note for payment (where presentation is required) to another paying agent; (vii) in respect of any payment to a Holder of a Note that is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (viii) in respect of any withholding or deduction imposed on a payment required to be made pursuant to European Council Directive 2003/48/EC or any other European Union directive implementing the conclusions of the ECOFIN Council meeting of November 26–27, 2022 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such a directive; or (ix) in respect of Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes combination of the Tax Act is required items listed above. Notwithstanding the foregoing, the limitations on the Company’s obligation to pay directly any Taxes imposed, levied, collected or assessed by or on behalf Additional Amounts set forth in clause (a)(iii) above shall not apply if the provision of any Taxing Jurisdictioncertification, thenidentification, upon written request information, documentation or other reporting requirement described in such clause (a)(iii) would be materially more onerous, in form, in procedure or in the substance of such holder and provided that reasonable supporting documentation is providedinformation disclosed, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a Holder, applicable recipient of payment made to a Debentureholder for or in respect of:beneficial

Payment of Additional Amounts. (a) All Any and all payments made by the Corporation in Company to the Holders, under or with respect of to the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Securities, will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future tax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge (including any interest or penalties with respect thereto) imposed or levied by or on behalf of Mexico or any Taxing Jurisdictionpolitical subdivision thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Mexican Withholding Taxes"), unless such the withholding or deduction of such Mexican Withholding Taxes is so required by law or by the interpretation or administration thereof by thereof. In the relevant Governmental Authority. If event any such withholding Mexican Withholding taxes are required to be so withheld or deduction is so required, deducted the Corporation Company will (a) pay such additional amounts (“"Additional Amounts”") as may be necessary so that after making all required deductions or withholdings (including those applicable to additional sums payable under this provision) the net amount received by each holder Holders or other beneficial owners of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) the Securities will not be less than the amount the holder amounts as would have been received if such Taxes by them had not been withheld or deducted. If any no such withholding or deduction is not so been required, (b) deduct or if requiredwithhold such Mexican Withholding Taxes and (c) remit the full amount so deducted or withheld to the relevant taxing or other authority. Notwithstanding the foregoing, no such Additional Amounts shall be payable for or on account of (a) any Mexican Withholding Taxes which would not have been imposed or levied on a Holder but for the existence of any present or former connection between the Holder or beneficial owner of the Securities and Mexico or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder or beneficial owner (i) being or having been a citizen or resident of Mexico, (ii) maintaining or having maintained an office, permanent establishment, fixed base or branch therein, or (iii) being or having been present or engaged in trade or business therein, except for a connection solely arising from the mere ownership or, or receipt of payment under, such Securities or the exercise of rights under such Securities or the Indenture (personally or through the Trustee); (b) any estate inheritance, gift or similar tax, assessment or other governmental charge; (c) any Mexican Withholding Taxes that are imposed or levied by reason of the failure by the Holder or beneficial owner of such Securities to comply with any certification, identification, information, documentation, declaration or other reporting requirement which is not maderequired or imposed by a statute, treaty, regulation, general rule or administrative practice as a precondition to exemption from, or reduction in the rate of, the imposition, withholding or deduction of any Mexican Withholding Taxes; provided that at least 60 days prior to (i) the first payment date with respect to which the Company shall apply this clause (c) and a holder (ii) in the event of a Debenture who is a non-resident of Canada for purposes change in such certification, identification, information, documentation, declaration or other reporting requirements, the first payment date subsequent to such change, the Company shall have notified the Trustee, in writing, that the Holders or beneficial owners of the Tax Act is Securities will be required to pay directly provide such certification, identification, information or documentation, declaration or other reporting; (d) any Mexican Withholding Taxes imposed, levied, collected that are imposed or assessed levied by reason of the failure by the Holder or beneficial owners of such Securities to timely comply (subject to the conditions set forth below) with a written request by or on behalf of the Company, to provide information, documentation or other evidence concerning the nationality, residence, identity, eligibility for benefits under a treaty for avoidance of double taxation to which Mexico is a party, which is in effect, present or former connection with Mexico or any Taxing Jurisdictionpolitical subdivision or territory or possession thereof or area subject to its jurisdiction, then, upon written request or of the Holder or beneficial owner of such holder and Securities that is necessary from time to time to determine the appropriate rate of deduction or withholding of Mexican Withholding Taxes applicable to such Holder or beneficial owner; provided that reasonable supporting documentation is providedat least 60 days prior to the first payment date with respect to which the Company shall apply this clause (d), the Corporation Company shall have notified the Trustee, in writing, that such Holders or beneficial owners of the Securities will pay be required to provide such additional amounts information, documentation or other evidence; (e) the term “Additional Amounts” shall also include any presentation of such additional amountsSecurities (where presentation is required) as may be necessary so for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, except to the extent that the net amount received by each such holder of Debentures after payment Holder or the beneficial owner of such Taxes (including any Taxes required Securities should have been entitled to be paid Additional Amounts in respect of such Mexican Withholding Taxes on presenting such Securities for payment on any date during such 30-day period; or (f) any combination of items (a), (b), (c), (d) or (e) above. Notwithstanding the foregoing, the limitations on the Company's obligation to pay Additional AmountsAmounts set forth in clauses (c) will and (d) of the preceding paragraph shall not apply if the provision of the certification, identification, information, documentation, declaration or other evidence described in such clauses (c) and (d) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Security (taking into account any relevant differences between United States and Mexican law, regulation or administrative practice) than comparable information or other applicable reporting requirements imposed or provided for under United States federal income tax law (including the United States-Mexico Income Tax Treaty), regulations (including proposed regulations) and administrative practice (such as IRS Forms 1001, W-8, W-8BEN and W-9). In addition, the limitations on the Company's obligation to pay Additional Amounts set forth in clauses (c) and (d) above of the preceding paragraph shall not apply if Section VI of Article 154 of the Mexican Income Tax Law is in effect , unless (a) the provision of the certification, identification, information, documentation, declaration or other evidence described in above referred clauses (c) and (d) is expressly required by statute, regulation, general rules or administrative practice in order to apply Section VI of Article 154 of the Mexican Income Tax Law, the Company cannot obtain such certification, identification, information, or satisfy any other reporting requirements, on its own through reasonable diligence and the Company otherwise would meet the requirements for application of Section VI of Article 154 of the Mexican Income Tax Law or (b) in the case of a Holder or beneficial owner of Securities that is a pension fund or other tax-exempt organization, such Holder or beneficial owner would be subject to Mexican Withholding Taxes at a rate that is lower than the rate resulting from the application of Section VI of Article 154 of the Mexican Income Tax Law if the information, documentation or other evidence required under above referred clauses (c) and (d) of the preceding paragraph were provided. In addition, clauses (c) and (d) of the preceding paragraph shall not be less than construed to require that a non-Mexican pension or retirement fund, a non-Mexican tax-exempt organization, a non-Mexican financial institution or any other Holder or beneficial owner of a Security obtains registration with the amount Ministry of Finance and Public Credit for the holder would have received if such Taxes had not been imposed, levied, collected purpose of establishing eligibility of an exemption from or assessed; provided reduction of Mexican Withholding Taxes. Upon the Trustee's receipt of timely notification from the Company that no Additional Amounts the Holders or beneficial owners will be payable required to provide information or documentation, as described in clauses (c) and (d) above, the Trustee shall provide such notification to the Holders or beneficial owners, as the case may be. The Company will, upon written request, provide the Trustee, the Holders and the Paying Agent with a duly certified or authenticated copy of an original receipt of the payment of Mexican Withholding Taxes which the Company has withheld or deducted in respect of any payments made under or with respect to the Securities. The Trustee shall, for a period of five years following the due date for each payment, maintain in its files each such certified copy received from the Company. If the Company is obligated to pay Additional Amounts with respect to any payment made under or with respect to a Debentureholder for the Securities (other than Additional Amounts payable on the date of the Indenture), the Company will, upon written request, deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts are payable and the amounts so payable. The Company shall pay any stamp, issue, registration, documentary or other similar taxes and other duties (including interest and penalties with respect thereto) imposed or levied by Mexico (or any political subdivision or taxing authority thereof or therein) in respect of:of the creation, issue and offering of the Securities. Except as specifically provided in the Security or this Indenture, the Company shall not be required to make any payment with respect to any tax, duty, assessment or other governmental charge of whatever nature imposed or levied by any government or any political subdivision or taxing authority thereof or therein.

Payment of Additional Amounts. (a) All payments by The principal of and interest on the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Notes will be made free and clear ofpaid to any holder, and who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without withholding or deduction for or on account of any Taxes imposedpresent taxes or duties of whatsoever nature, levied, collected, withheld imposed or assessed levied by or on behalf within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any Taxing Jurisdictionchange in, unless such withholding or deduction is so required by law amendment to, or by in the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredofficial application of, the Corporation will laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net amount received amounts receivable by each the holder of Debentures after such withholding or deduction (including any withholding shall equal the respective amounts of principal or deduction required to be made interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional AmountsAmount (i) will not be less to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect of such Note by reason of that person having some connection with Canada other than the amount mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof would have received if been entitled to such Taxes had not been withheld Additional Amounts on presenting the same for payment on or deducted. If any before such thirtieth day; or (iii) where such withholding or deduction is not so required, or if required, is not made, imposed on a payment to an individual and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly be made pursuant to European Council Directive 2003/48/EC or any Taxes imposedother law implementing or complying with, leviedor introduced in order to conform to, collected such Directive; or assessed (iv) presented for payment by or on behalf of any Taxing Jurisdiction, then, upon written request of such a holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder who would have received if been able to avoid such Taxes had not been imposed, levied, collected withholding or assessed; provided that no Additional Amounts will be payable with respect deduction by presenting the relevant Note to another paying agent in a payment made to a Debentureholder for or in respect of:Member State of the European Union. “

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures Company under or with respect to the Notes, or by or on behalf of any Note Guarantor under or with respect to any Note Guarantee (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwiseeach such Person, a “Payor”) will be made free and clear of, and without of any withholding or deduction for or on account of any Taxes imposedtax, leviedduty, collectedxxxx, withheld impost, assessment or assessed other governmental charge of whatever nature (collectively, “Tax”) imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor makes any payment on the Notes or its Note Guarantee or any department or political subdivision of any of the foregoing (each, a “Relevant Taxing Jurisdiction”), unless such the Payor (or an applicable withholding agent) is required to withhold or deduction deduct Taxes by law. If the Payor (or an applicable withholding agent) is so required by law to withhold or by the interpretation deduct any amount for or administration thereof by the relevant Governmental Authority. If on account of Taxes of a Relevant Taxing Jurisdiction from any such withholding payment made under or deduction is so requiredwith respect to any Notes or Note Guarantee, the Corporation Payor, subject to the exceptions listed below, will pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received by each holder Holder or beneficial owner of Debentures the Notes after such withholding or deduction (including any withholding or deduction required attributable to be made in respect of Additional AmountsAmounts payable hereunder) will not be less than the amount the holder Holder or beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:.

Payment of Additional Amounts. (a) All payments by the Corporation Company in respect of the Debentures (including the conversion thereof and including the issuance Notes or any Subsidiary Guarantor in respect of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will its Guarantee shall be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future taxes, leviedduties, collectedassessments or other governmental charges of whatever nature, withheld including penalties, interest and any other liabilities related thereto ("Taxes"), imposed or assessed levied by or on behalf of Canada or any Taxing Jurisdiction, unless such relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax. If the Company or any Subsidiary Guarantor is required to make any withholding or deduction is so required by law for or by on account of any Taxes from any payment made under or with respect to the interpretation Notes or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredGuarantees, the Corporation Company or such Subsidiary Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder of Debentures Holder (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if had such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is ; provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable to a Holder (an "Excluded Holder") (i) with which the Company does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with the jurisdiction imposing such tax or authority thereof otherwise than by the mere holding of the Notes or the receipt of payments thereunder, (iii) which presents any Note for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 60-day period, (iv) which failed to duly and timely comply with a timely request of the Company to provide information, documents or other evidence concerning the Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the jurisdiction imposing such tax, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iv), (v) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, (vi) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or beneficial owner had been the Holder of such Note or (vii) any combination of the foregoing numbered clauses of this proviso. The Company and each Subsidiary Guarantor will also (i) make such withholding or deduction as required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company or any Subsidiary Guarantor, as the case may be, will furnish to the Trustee, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, copies of tax receipts evidencing that such payment has been made by the Company or such Subsidiary Guarantor, in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Company or such Subsidiary Guarantor. The Trustee shall make such evidence available to the Holders of Notes upon request. The Company and each Subsidiary Guarantor, jointly and severally, will indemnify and hold harmless each Holder of Notes that are outstanding on the date that withholding or deduction was required pursuant to applicable law (other than an Excluded Holder) and upon written notice reimburse each such Holder for the amount of (i) any taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes or the Guarantees, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto and (iii) any taxes imposed with respect to any reimbursement under clause (i) or (ii) above. Whenever in this Indenture there is mentioned, in any context, (a) the payment made of principal (and premium, if any), (b) purchase prices in connection with a repurchase of Notes, (c) interest or (d) any other amount payable on or with respect to a Debentureholder any of the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.21 to the extent that, in such context, Additional Amounts are, were or would be payable in respect of:thereof. The foregoing obligations shall survive any termination of this Indenture or the defeasance of any obligations pursuant to this Indenture. The Company may redeem, at its option, all, but not less than all, the Notes at a redemption price equal to 100% of the principal amount so redeemed, plus accrued and unpaid interest, if any, thereon to the date of redemption if the Company (a) determines and certifies to the Trustee immediately prior to the giving of the notice of redemption that (i) it has or will become obligated to pay any Additional Amounts in respect of the Notes as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or any relevant jurisdiction or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in any official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) which change, amendment, application or interpretation is announced or becomes effective on or after the Issue Date, (ii) such obligation cannot be avoided by the Company taking reasonable measures available to it, (iii) such obligation did not arise, directly or indirectly, from any transaction, action 63 or omission by the Company (whether or not such transaction, action or omission is otherwise permitted under the terms of this Indenture) and (b) provides the Trustee with a written legal opinion of independent legal counsel to the Company to the effect that the Company has become obligated to pay Additional Amounts as a result of a change, amendment, official application or interpretation described above and that the Company can not avoid payment of such Additional Amounts by taking reasonable measures available to it. Notice of redemption shall be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of the Notes or the Guarantees or any other document or instrument referred to in this Indenture or the Notes.

Payment of Additional Amounts. (a) All payments ----------------------------- made by the Corporation Company and any Subsidiary Guarantor under or with respect to the Notes (including payments in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwiseSpecial Interest, if any) will be made free and clear of, and without withholding or deduction for or on account of of, any Taxes imposedpresent or future tax, leviedduty, collectedlevy, withheld impost, assessment or assessed other government charge (including penalties, interest or other liabilities related thereto) imposed or levied by or on behalf of the government of the Netherlands or any Taxing Jurisdictionpolitical subdivision or taxing authority or agency thereof or therein or any other jurisdiction in which the Company is organized or engaged in business for tax purposes ("Taxes"), unless the Company or any such withholding Subsidiary Guarantor, as the case may be, is required to withhold or deduction is so required deduct Taxes by law or by the interpretation or administration thereof by the relevant Governmental Authoritythereof. If the Company or any such withholding Subsidiary Guarantor, as the case may be, is required to withhold or deduction is so requireddeduct any amount for or on account of Taxes, from any payment made under or with respect to the Notes, the Corporation Company or any such Subsidiary Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder Holder of Debentures Notes (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Taxes had not been withheld or deducted. If ; provided that the foregoing obligation to pay Additional Amounts does not apply to (a) any such withholding Taxes that would not have been so imposed but for the existence of any present or deduction is not so requiredformer connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder, if the relevant holder is an estate, nominee, trust or corporation) and the Netherlands or any political subdivision or taxing authority or agency thereof or therein or any other jurisdiction in which the Company is organized or engaged in business for tax purposes (other than the mere receipt of such payment or the ownership or holding outside of the Netherlands or such other jurisdiction of such Note or fulfillment of any certification, identification or other reporting requirements referred to in clause (d) of this Section 4.20(a)); (b) any estate, inheritance, gift, sales, transfer, personal property tax or similar tax, assessment or governmental charge; (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest on such Note or (d) any Taxes that would not have been imposed but for the failure of the holders to satisfy any certification, identification or any other reporting requirement whether imposed by statute, treaty, regulation or administrative practice, provided that the Company has delivered a request to the holders to comply with such requirement at least 30 days prior to the date such compliance is required; nor will Additional Amounts be paid (i) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is not madelater (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period), and a holder or (ii) with respect to any payment of a Debenture principal of (or premium, if any, on) or interest on such Note to any Holder who is a non-resident fiduciary or partnership or any person other than the sole beneficial owner of Canada such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note. If the Company conducts business in any jurisdiction (the "Taxing Jurisdiction") other than the Netherlands in a manner which causes Holders to be liable for purposes taxes on payments under the Notes for which they would not have been so liable but for such conduct of business in the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request "Taxes" shall include taxes imposed by way of deduction or withholding by such holder Taxing Jurisdiction and provided that reasonable supporting documentation is provided, the Corporation will Company's and any Subsidiary Guarantor's obligations to pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable shall apply without regard to whether Holders or beneficial owners have a present or former connection with respect to a payment made to a Debentureholder for such Taxing Jurisdiction or in respect of:any prefecture or territory thereof.

Payment of Additional Amounts. (a) All Unless otherwise required by Bermuda law, neither the Company nor any Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees, if any, on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Company or any Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or any Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim; (e) any Taxes imposed under Sections 1471 through 1474 of the Code, any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code; (f) any Taxes imposed on overall net income or any branch profits Taxes; (g) that a beneficiary or settlor with respect to a fiduciary, a member of a partnership or the beneficial owner of the payment would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of a Note in the case of a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment; or (h) any combination of the foregoing. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All payments by The Issuer, the Corporation US Guarantor or the Finance Guarantor (pursuant to the terms of this Section 3, the US Guarantee or the Finance Guarantee, respectively), will pay, in respect of any payment of principal of or interest on any Note or on any payment under the Debentures US Guarantee or the Finance Guarantee, as the case may be, to a registered holder or beneficial owner thereof that, in the case of payment by the Issuer, is not a resident of the jurisdiction of incorporation of the Issuer or any successor entity, or any political subdivision or taxing authority thereof or therein (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c“Issuer Jurisdiction”) for interest payments or otherwise) will be made free and clear ofpurposes of taxation, and without withholding or deduction for or on account and, in the case of any Taxes imposed, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or payment by the interpretation US Guarantor or administration the Finance Guarantor, is not a resident of the jurisdiction of incorporation of the US Guarantor or the Finance Guarantor or any successor entity, or any political subdivision or taxing authority thereof by or therein (the relevant Governmental Authority. If any such withholding “US Guarantor Jurisdiction” or deduction is so requiredthe “Finance Guarantor Jurisdiction”, the Corporation will pay as applicable) for purposes of taxation, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each such registered holder of Debentures a Note, after deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges (“Taxes”) whatsoever imposed, assessed, levied or collected by or for the account of or as a result of such withholding payment by the Issuer Jurisdiction, the US Guarantor Jurisdiction or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) the Finance Guarantor Jurisdiction, as the case may be, will not be less than the amount the such holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required; provided, or if requiredhowever, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes that none of the Tax Act is Issuer, the US Guarantor or the Finance Guarantor shall be required to pay directly any Taxes imposed, levied, collected or assessed by Additional Amounts for or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect account of:

Payment of Additional Amounts. (a) All Unless otherwise required by Canadian or Bermudan law, neither the Company nor the Guarantors will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Company or a Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or the Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or the Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (an "Excluded Holder") (A) who, insofar as Canadian Taxes are relevant, does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) with the Company or a Guarantor or (B) to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Canada or Bermuda or any province or territory of Canada, other than the mere receipt of the payment, the acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities, except as described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment with respect to which the Company or a Guarantor shall apply this clause (iv), the Company or a Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and the Guarantors shall also (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company's or such Guarantor's efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or the Guarantors will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Canada, Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, the relevant Guarantor) shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Liquidated Damages, if any, Additional Amounts, if any, or interest (including defaulted interest) or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures (including Company on or with respect to the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Notes will be made free and clear of, and without withholding or deduction for or on account of any Taxes imposed, levied, collected, withheld or assessed imposed by or on behalf of any Relevant Taxing Jurisdiction, unless such withholding or deduction is so required by law or by the interpretation or administration thereof by the relevant Governmental AuthorityRelevant Taxing Jurisdiction. If the Company or any other payor is required to withhold or deduct any amount on account of Taxes imposed by any Relevant Taxing Jurisdiction from any payment made with respect to the Notes, the Company will: (1) make such withholding or deduction is so required, deduction; (2) remit the Corporation will full amount deducted or withheld to the relevant government authority in accordance with applicable law; (3) pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder of Debentures Holder (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes subject to certain exceptions as set forth in Section 4.20 of the Tax Act is required Indenture; (4) furnish to pay directly the Trustee, within 30 days after the date the payment of any Taxes imposed, levied, collected is due certified copies of tax receipts evidencing such payment by the Company; (5) indemnify and hold harmless each Holder for the amount of (a) any Taxes levied or assessed imposed upon and paid to a Relevant Taxing Jurisdiction by such Holder by reason of the failure of the Company to withhold or on behalf of deduct such Taxes as required by applicable law and (b) any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts Taxes imposed with respect to any reimbursement under (the term “Additional Amounts” shall also include any such additional amountsa) as may be necessary so that the net amount received by each such holder of Debentures Holder after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) reimbursement will not be less than the amount the holder Holder would have received if such Taxes had not been imposedimposed on the reimbursement amount, leviedbut excluding any such Taxes that are in the nature of taxes on net income or profits, collected or assessedtaxes on capital, franchise taxes, net worth taxes and similar taxes; provided that no the Holder provides reasonable documentation of any such Taxes; and (6) at least 30 days prior to each date on which any Additional Amounts will be are payable with respect deliver to a the Trustee an Officer's Certificate stating the amounts so payable and such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment made to a Debentureholder for or in respect of:date.

Payment of Additional Amounts. (a) All payments made by the Corporation in Issuer under or with respect of to the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Notes or any Guarantor with respect to Section 2.3(c) for interest payments or otherwise) its Guarantee will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future Taxes, levied, collected, withheld or assessed by or on behalf unless required under the laws of any Taxing Jurisdiction, unless such withholding or deduction is so required by law Jurisdiction or by the interpretation or administration thereof by the relevant Governmental Authoritythereof. If the Issuer or any such withholding Guarantor is required to withhold or deduction is so requireddeduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or a Guarantee, the Corporation will Issuer or such Guarantor shall pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder of Debentures Holder (including Additional Amounts) after such withholding or deduction (including any deduction or withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (to the extent any of the following exceptions apply, an "Excluded Holder") (i) with which the Issuer or such Guarantor does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) that is subject to the Taxes at issue by reason of its being connected with the relevant Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of such Notes or the receipt of payments thereunder, (iii) that presents any Note for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that such Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 60-day period, (iv) that failed duly and timely to comply with a timely request of the Issuer to provide information, documents or other evidence concerning such Holder's nationality, residence, entitlement to treaty benefits, identity or connection with the relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iv), (v) on account of any estate, inheritance, gift, sales, transfer or any Tax similar to any of the foregoing Taxes, other than Documentary Taxes (as defined below), (vi) that is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Notes directly (but only if there is no material cost or expense associated with transferring such Notes to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner or (vii) any combination of the foregoing numbered clauses of this proviso. The Issuer and the Guarantors will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuer and the Guarantors will furnish to the Trustee, within 30 days after the date of the payment of any Taxes due pursuant to applicable law, certified copies of tax receipts evidenc- ing such payment by the Issuer or any such Guarantor in such form as is provided in the normal course by the Taxing Authority imposing such Taxes and as is reasonably available to the Issuer or any such Guarantor, as the case may be. The Trustee shall make such evidence available upon the written request of any Holder of Notes that are outstanding on the date of any such withholding or deduction. The Issuer and the Guarantors shall indemnify and hold harmless each Holder (other than an Excluded Holder) and the Trustee and, upon written request of any Holder (other than an Excluded Holder) or the Trustee, reimburse such Holder or the Trustee, as the case may be, for the amount of (i) any such Taxes levied or imposed on and paid by such Holder or the Trustee, as the case may be, as a result of payments made under or with respect to the Notes held by such Holder, (including payments under this clause (i)); and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder or the Trustee, as the case may be, after such reimbursement will not be less than the net amount such Holder or the Trustee, as the case may be, would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment, the Issuer or such Guarantor shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and specifying the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuer or a Guarantor shall pay any present or future stamp, court, documentary or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery or registration of:, or enforcement of rights under, this Indenture or any related documents, other than any such Taxes, charges or levies (i) that are imposed by reason of the holder being connected with such Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of the Notes or the receipt of payments thereunder, or (ii) that are imposed with respect to a transfer of Notes by a holder ("Documentary Taxes"). The obligation to pay Additional Amounts and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of this Indenture.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Convertible Debentures (including the conversion to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Debentures (i) the holders of the Convertible Debentures subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Debentures to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments made by the Corporation in Issuer under or with respect of to the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Notes or any Guarantor with respect to Section 2.3(c) for interest payments or otherwise) its Guarantee will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future Taxes, levied, collected, withheld or assessed by or on behalf unless required under the laws of any Taxing Jurisdiction, unless such withholding or deduction is so required by law Jurisdiction or by the interpretation or administration thereof by the relevant Governmental Authoritythereof. If the Issuer or any such withholding Guarantor is required to withhold or deduction is so requireddeduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or a Guarantee, the Corporation will Issuer or such Guarantor shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures Holder (including Additional Amounts) after such withholding or deduction (including any deduction or withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (to the extent any of the following exceptions apply, an “Excluded Holder”) (i) with which the Issuer or such Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) that is subject to the Taxes at issue by reason of its being connected with the relevant Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of such Notes or the receipt of payments thereunder, (iii) that presents any Note for payment of principal more than 60 days after the later of (x) the date on which payment first became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that such Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 60-day period, (iv) that failed duly and timely to comply with a timely request of the Issuer to provide information, documents or other evidence concerning such Holder’s nationality, residence, entitlement to treaty benefits, identity or connection with the relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iv), (v) on account of any estate, inheritance, gift, sales, transfer or any Tax similar to any of the foregoing Taxes, other than Documentary Taxes (as defined below), (vi) that is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Notes directly (but only if there is no material cost or expense associated with transferring such Notes to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner or (vii) any combination of the foregoing numbered clauses of this proviso. The Issuer and the Guarantors will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuer and the Guarantors will furnish to the Trustee, within 30 days after the date of the payment of any Taxes due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer or any such Guarantor in such form as is provided in the normal course by the Taxing Authority imposing such Taxes and as is reasonably available to the Issuer or any such Guarantor, as the case may be. The Trustee shall make such evidence available upon the written request of any Holder of Notes that are outstanding on the date of any such withholding or deduction. The Issuer and the Guarantors shall indemnify and hold harmless each Holder (other than an Excluded Holder) and the Trustee and, upon written request of any Holder (other than an Excluded Holder) or the Trustee, reimburse such Holder or the Trustee, as the case may be, for the amount of (i) any such Taxes levied or imposed on and paid by such Holder or the Trustee, as the case may be, as a result of payments made under or with respect to the Notes held by such Holder, (including payments under this clause (i)); and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder or the Trustee, as the case may be, after such reimbursement will not be less than the net amount such Holder or the Trustee, as the case may be, would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment, the Issuer or such Guarantor shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and specifying the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuer or a Guarantor shall pay any present or future stamp, court, documentary or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery or registration of:, or enforcement of rights under, this Indenture or any related documents, other than any such Taxes, charges or levies (i) that are imposed by reason of the holder being connected with such Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of the Notes or the receipt of payments thereunder, or (ii) that are imposed with respect to a transfer of Notes by a holder (“Documentary Taxes”). The obligation to pay Additional Amounts and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of this Indenture.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Notes to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Notes (i) the holders of the Convertible Notes subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Notes to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments If any successor Person to the Company pursuant to Section 5.1(a) is not an entity organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, and any Taxes imposed by (i) the Corporation jurisdiction of organization of such successor Person, (ii) any other jurisdiction in which such successor Person is otherwise resident or doing business for tax purposes or (iii) any jurisdiction from or through which payment is made in respect of the Debentures Notes (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable with respect to payments made pursuant to Section 2.3(cthe Subsidiary Guarantees) for interest payments or, in each case, any political subdivision or otherwise) will governmental authority thereof (each a “Relevant Taxing Jurisdiction”), are required by applicable law to be deducted or withheld from any payment required to be made free in respect of the Notes (including with respect to payments made pursuant to the Subsidiary Guarantees) or otherwise under the Indenture, then such Taxes shall be deducted or withheld as required and clear ofthe amount of such payment shall be increased by such additional amounts as may be necessary for such payment to be made, and without after withholding or deduction for or on account of any Taxes imposedsuch Taxes, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or in an amount equal to the amount that would have been received by the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so required, the Corporation will pay such additional amounts (“Additional Amounts”applicable recipient(s) as may be necessary so that the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder would have received if such Taxes payment had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of no such Taxes (including any such Taxes required to be paid payable in respect of such additional amounts) been required to be so deducted or withheld (any such amounts, “Additional Amounts) will not be less than ”). Notwithstanding the amount the holder would have received if preceding sentence, however, no such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:

Payment of Additional Amounts. (a) All payments made by the Corporation in Issuer under or with respect to the Notes, or by any of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Guarantors under or with respect to Section 2.3(c) for interest payments or otherwise) will any Note Guarantee, shall be made free and clear of, and without withholding or deduction for or on account of, any Tax, unless the withholding or deduction of such Tax is then required by law. If any deduc-tion or withholding by any applicable withholding agent for or on account of any Taxes imposed, levied, collected, withheld imposed or assessed levied by or on behalf of any Taxing Jurisdictionjurisdiction (or any department or political subdivision thereof or therein) (a) in which the Issuer or any Guarantor is at any time incorporated or organized, unless such withholding engaged in business for tax purposes or deduction resident for tax pur-poses or (b) from or through which payment is so made by or on behalf of the Issuer or any Guarantor (including the jurisdiction of any Paying Agent) will at any time be required by law or to be made in respect of any payments made by the interpretation Issuer under or administration with respect to the Notes or any of the Guarantors under or with respect to any Note Guarantee, in-cluding payments of principal, redemption price, purchase price, interest or premium (each such jurisdiction (or any department or political subdivision thereof by or therein) referred to in (a) or (b) above, a “Tax Jurisdiction”), then the Issuer or the relevant Governmental Authority. If any such withholding or deduction is so requiredGuarantor, the Corporation will as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net amount amounts received by each holder in respect of Debentures such payments after such withholding withholding, deduc-tion or deduction imposition (including any withholding such withholding, deduction or deduction required to be made imposition in respect of Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than equal the amount the holder respective amounts that would have been received if in respect of such Taxes had not been imposedpayments in the ab-sence of such withholding or deduction; provided, leviedhowever, collected or assessed; provided that no Additional Amounts will be payable with respect re-spect to: (1) any Taxes, to a payment made the extent such Taxes would not have been imposed but for the existence of any actual or deemed (pursuant to a Debentureholder for or in respect of:applicable Tax law of the relevant Tax Jurisdiction, such as, if applica--92-

Payment of Additional Amounts. (a) All payments and deliveries made by the Corporation in Company or any successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of the Debentures principal (including the conversion thereof Repurchase Price and including the issuance Fundamental Change Repurchase Price, if applicable), payments of Freely Tradeable Shares issuable pursuant to Section 2.3(cinterest and deliveries of ADSs (together with cash payments in lieu of any fractional ADSs) for interest payments or otherwise) will upon conversion, shall be made free and clear of, and without withholding or deduction for for, or on account of, any present or future taxes, duties, assessments or governmental charges of any Taxes imposed, levied, collected, withheld whatever nature imposed or assessed levied by or on behalf of within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business in or through which payment is made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is so required by law or by regulation or governmental policy having the interpretation or administration thereof by force of law. In the relevant Governmental Authority. If event that any such withholding or deduction is so required, the Corporation will Company or any successor to the Company shall pay to each Holder such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received by each holder of Debentures the beneficial owner after such withholding or deduction (including and after deducting any withholding or deduction required to be made in respect of taxes on the Additional Amounts) will not be less than shall equal the amount the holder amounts that would have been received if by such Taxes beneficial owner had not been withheld or deducted. If any no such withholding or deduction is not so been required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and ; provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will shall be payable with respect to a payment made to a Debentureholder for or in respect on account of:

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Note to Purchaser and each “qualified assignee” thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes”) unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Note (i) the holders of the Convertible Note subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Note to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. A “qualified assignee” of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee’s continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments made by the Corporation in Issuer, UtiliCorp, and any other Guarantor under or with respect of to the Debentures (including Securities and the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Guarantees will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future taxes, leviedduties, collectedlevies, withheld imposts, assessments or assessed governmental charges of whatever nature ("TAXES"), imposed or levied by or on behalf of any Taxing Jurisdictionlaws or regulations of Canada or any political subdivision or taxing authority thereof or therein having the power to tax (a "TAXING AUTHORITY"), unless the Issuer, UtiliCorp or such withholding Guarantor, as the case may be, is required to withhold or deduction is so required deduct Taxes by law or by the interpretation or administration thereof by thereof. In the relevant Governmental Authority. If event that the Issuer, UtiliCorp or such Guarantor is required to so withhold or deduct any such withholding amount for or deduction is so requiredon account of any Taxes from any payment made under or with respect to the Securities or the Guarantees, as the case may be, the Corporation Issuer, UtiliCorp or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”the "ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each holder Holder of Debentures Securities (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than equal the amount the holder that such Holder would have received if such Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided PROVIDED that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:Holder of Securities to the extent: 62

Payment of Additional Amounts. (a) All payments amounts paid or credited by the Corporation in Company under or with respect of to the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable Notes, or by any Guarantor pursuant to Section 2.3(c) for interest payments or otherwise) the Guarantees, will be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future tax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge (including penalties, interest and other liabilities or expenses related thereto) (hereinafter, “Taxes”) imposed or levied by or on behalf of the Government of Canada or the United States or of any province, territory, state or other political subdivision thereof or by any authority or agency therein or thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Company or such withholding Guarantor, as the case may be, is required to withhold or deduction is so required deduct any amount for or on account of Taxes by law or by the interpretation or administration thereof by the relevant Governmental Authoritythereof. If the Company or any Guarantor is required to withhold or deduct any amount for or on account of any such withholding Taxes from any amount paid or deduction is so requiredcredited under or with respect to the Notes or the Guarantees, the Corporation Company or such Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received by each holder owner of Debentures a beneficial interest in the Notes (an “owner” for the purposes of this Section 4.20) (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder such owner would have received if such Taxes had not been withheld or deducted. If any such withholding ; provided, however, that Additional Amounts will not be payable to an owner or deduction is not so required, or if required, is not made, and a holder Holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required Notes with respect to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, to the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of extent such Taxes (including any Taxes required to be paid in respect of “Excluded Taxes”) would not have been imposed but for such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected owner or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for Holder being an owner or in respect ofHolder:

Payment of Additional Amounts. (a) All 3.6.1. Any and all payments by the Corporation in respect of Company hereunder or under the Convertible Debentures (including the conversion to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Debentures (i) the holders of the Convertible Debentures subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Debentures to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee's continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All The Issuer and the Guarantors will make all payments by under or with respect to the Corporation in respect of Notes and the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will be made Note Guarantees free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future tax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter "Taxes") imposed or levied by or on behalf of Canada, The Netherlands or any political subdivision or any authority or agency therein or thereof having power to tax, or by any other jurisdiction in which the Issuer or any Guarantor is organized or is otherwise resident or conducts business for tax purposes or any jurisdiction from or through which payment is made by the Issuer or any Guarantor or its agents (each a "Relevant Taxing Jurisdiction"), unless such withholding the Issuer or deduction any Guarantor is so required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant Governmental Authoritythereof. If the Issuer or any such withholding Guarantor is required to withhold or deduction is so requireddeduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, the Corporation Issuer or such Guarantor will be required to pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder Holders of Debentures the Notes after such withholding or deduction (including any withholding or deduction required attributable to be made in respect of Additional AmountsAmounts payable hereunder) will not be less than the amount the holder such Holders would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Convertible Debentures (including the conversion to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any such withholding Taxes from or deduction is so required, the Corporation will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amountsany sum payable under the Convertible Debentures (i) will the holders of the Convertible Debentures subject to such Taxes shall have the right, but not be less than the amount obligation, for a period of thirty (30) days commencing upon the holder would day it shall have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of written notice from the Tax Act Company that it is required to withhold Taxes, subject to the other provisions of this Agreement and the Convertible Debentures relating to assignment or transfer of the Convertible Debentures, to transfer all or any portion of the Convertible Debentures to a qualified assignee to the extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; and (iii) the Company shall forthwith pay directly the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of(i) the United States or (ii) any jurisdiction other than the United States or any political, subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes imposedand (z) from time to time, leviedas and when requested by the Company, collected executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary for the Company to establish such assignee's exemption or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such continued exemption from Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Note to Purchaser and each “qualified assignee” thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Note (i) the holders of the Convertible Note subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Note to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. A “qualified assignee” of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee’s continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All 4.1 The Issuer will make payments by the Corporation of, or in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will be made free and clear of, principal, premium (if any) and interest on the Notes without withholding or deduction for or on account of any Taxes present or future tax, levy, impost or other governmental charge whatsoever and wherever imposed, leviedassessed, collected, withheld levied or assessed by or on behalf of any Taxing Jurisdictioncollected (Taxes), unless such withholding or deduction is so required by law law. If the Issuer, if applicable, or by any Guarantor is required to deduct or withhold any amount in respect of Taxes for the interpretation account of the United Kingdom or, if and only if the Issuer or administration any Guarantor has consolidated, merged, amalgamated or combined with, or transferred or leased its assets substantially as an entirety to, any person and as a consequence thereof by such person becomes the successor obligor to the Issuer or such Guarantor (and references herein to the Issuer or any Guarantor shall include any such successor obligor) in respect of payments on the Notes, for the account of the jurisdiction under the laws of which the successor person in relation to the relevant Governmental Authority. If payment is organized or resident for tax purposes (or any such withholding political subdivision thereof or deduction is so requiredany authority therein or thereof having the power to tax) (each, a Relevant Taxing Jurisdiction), the Corporation Issuer or, if applicable, such Guarantor, as the case may be, will pay to a holder of a Note such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each such holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the such holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is ; provided, however, that the Issuer and the Guarantors shall not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is be required to pay directly any Taxes imposed, levied, collected or assessed by Additional Amounts for or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect account of:

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Convertible Debentures (including the conversion to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as " Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any such withholding Taxes from or deduction is so required, the Corporation will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amountsany sum payable under the Convertible Debentures (i) will the holders of the Convertible Debentures subject to such Taxes shall have the right, but not be less than the amount obligation, for a period of thirty (30) days commencing upon the holder would day it shall have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of written notice from the Tax Act Company that it is required to withhold Taxes, subject to the other provisions of this Agreement and the Convertible Debentures relating to assignment or transfer of the Convertible Debentures, to transfer all or any portion of the Convertible Debentures to a qualified assignee to the extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; and (iii) the Company shall forthwith pay directly the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of (i) the United States or (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes imposedand (z) from time to time, leviedas and when requested by the Company, collected executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary for the Company to establish such assignee's exemption or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such continued exemption from Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments made by or on behalf of Royalty Sub on, under or with respect to the Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Notes will be made free and clear of, and without withholding or deduction for or on account of of, any Taxes imposedpresent or future tax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge (including penalties, interest and other liabilities related thereto) ("Special Taxes") imposed or levied by or on behalf of the government of the countries in which Royalty Sub and any successor thereof (each, a "Payor") is organized or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the relevant Payor is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a "Relevant Taxing Jurisdiction"), unless such withholding the relevant Payor is then required to withhold or deduction is so required deduct Special Taxes by law or by the interpretation or administration thereof by the relevant Governmental AuthorityRelevant Taxing Jurisdiction. If any such withholding or deduction a Payor is so requiredrequired to withhold or deduct any amount for or on account of Special Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Corporation such Payor will be required to pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder of Debentures any Noteholder (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the holder Noteholder would have received if such Special Taxes had not been withheld or deducted. If any such withholding or deduction is not so required; provided, or if requiredhowever, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of that the Tax Act is required foregoing obligation to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofdoes not apply to:

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Debentures (including the conversion Convertible Note to Purchaser and each “qualified assignee” thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes”) unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Note (i) the holders of the Convertible Note subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Note to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.5) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such deduction or withholding had been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A “qualified assignee” of a Purchaser is a Person that is organized under the laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes had not been withheld or deducted. If any such withholding or deduction is not so requiredand (z) from time to time, or if requiredas and when requested by the Company, is not madeexecutes and delivers to the Company and the Internal Revenue Service forms, and a holder of a Debenture who is a non-resident of Canada for purposes of provides the Tax Act is required Company with any information necessary to pay directly any establish such assignee’s continued exemption from Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:under applicable law.

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures (including Company or any Guarantor under or with respect to the conversion thereof and including Notes or the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) Subsidiary Guarantees will be made free and clear of, of and without withholding or deduction for for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature (including penalties, additions to tax, interest and other liabilities related thereto) (hereinafter “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed, levied, collected, withheld imposed or assessed levied by or on behalf of the government of the Luxembourg, Liberia, Nigeria or any Taxing political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company or any Guarantor (including any successor entity) is organized, incorporated, engaged in business or is otherwise resident or treated as resident for tax purposes, or any jurisdiction from or through which payment is made (including, without limitation, the jurisdiction of each Paying Agent) (each a “Specified Tax Jurisdiction” and such Taxes, unless such withholding “Indemnified Taxes”), will at any time be required to be made from any payments made under or deduction is so required by law with respect to the Notes or by the interpretation or administration thereof by Subsidiary Guarantees, the Company, the relevant Governmental Authority. If any such withholding Guarantor or deduction is so requiredother payor, the Corporation as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by each holder of Debentures Holder after such withholding or deduction (including any withholding or deduction required to be made in respect of from Additional Amounts) will not be less than the amount the such holder would have received if such Indemnified Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is ; provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so however, that the net amount received by each such holder of Debentures after payment of such Indemnified Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will do not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect ofinclude:

Payment of Additional Amounts. (a) All Unless otherwise required by Bermuda law, neither the Company nor any Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees, if any, on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Company or any Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or any Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim; (e) any Taxes imposed under Sections 1471 through 1474 of the Code, any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code; (f) any Taxes imposed on overall net income or any branch profits Taxes; (g) that a beneficiary or settlor with respect to a fiduciary, a member of a partnership or the beneficial owner of the payment would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of a Note in the case of a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment; or (h) any combination of the foregoing. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, such Guarantor) shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All Unless otherwise required by Canadian law, neither the Company nor the Guarantor will deduct or withhold from payments by made with respect to the Corporation in respect Securities and the Guarantees on account of any present or future Taxes. In the Debentures (including event that either the conversion thereof and including Company or the issuance of Freely Tradeable Shares issuable pursuant Guarantor is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposeddue from any payment made under or with respect to the Securities or the Guarantees, levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by as the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredcase may be, the Corporation Company or the Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (an "Excluded Holder") to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Canada or any provincial or territory therein, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities, except described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment with respect to which the Company or the Guarantor shall apply this clause (iv), the Company or the Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and the Guarantor shall also (i) withhold or deduct such Taxes as required, (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the Company's or the Guarantor's efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or the Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Canada or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of:of the Guarantees, the Guarantor) shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Liquidated Damages, if any, Additional Amounts, if any, or interest (including defaulted interest) or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Company and the Guarantor under this Section 3.08 shall survive the termination of this Indenture and the payment of all amounts under or with respect to this Indenture and the Securities. ARTICLE IV CONSOLIDATION, MERGER AND SALE

Payment of Additional Amounts. (a) All Unless otherwise required by Panamanian law, the Company will not deduct or withhold from payments by made with respect to the Corporation in respect Securities on account of any present or future Taxes. In the Debentures (including event that the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant Company is required to Section 2.3(c) for interest payments withhold or otherwise) will be made free and clear of, and without withholding or deduction for or deduct on account of any Taxes imposed, levied, collected, withheld due from any payment made under or assessed by or on behalf of any Taxing Jurisdiction, unless such withholding or deduction is so required by law or by with respect to the interpretation or administration thereof by the relevant Governmental Authority. If any such withholding or deduction is so requiredSecurities, the Corporation Company will pay such additional amounts (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each holder Holder of Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) Securities will not be less than equal the amount that the holder Holder would have received if such the Taxes had not been required to be withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder Holder (an "EXCLUDED HOLDER") to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and the Republic of Panama, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities, except as described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment date with respect to which the Company shall apply this clause (iv), the Company shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. In the event that the Company is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities, the Company shall also (i) withhold or deduct such Taxes as required in accordance with all applicable laws; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld and, notwithstanding the Company's efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company and, notwithstanding the Company's efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in the Republic of Panama or the United States, or any political subdivision or taxing authority of or in the foregoing with respect of:to the creation, issue, offering, enforcement or retirement of the Securities or enforcement of the Transaction Documents and will use reasonable efforts to obtain from each relevant taxing authority imposing such Taxes certified copies of tax receipts evidencing the payment of any such Taxes and, notwithstanding the Company's efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company becomes obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal or interest (including Additional Interest and defaulted interest) or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 6.9 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 6.9 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. (a) All Any and all payments by the Corporation in respect of Company hereunder or under the Convertible Debentures (including the conversion to Purchaser and each "qualified assignee" thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will shall be made free and clear ofof and without deduction or withholding for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and without withholding or deduction for or on account of any Taxes imposedall liabilities with respect thereto (all such taxes, leviedlevies, collectedimposts, withheld or assessed by or on behalf of any Taxing Jurisdictiondeductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such withholding or deduction is so Taxes are required by law or by the interpretation or administration thereof by the relevant Governmental Authorityto be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Debentures (i) the holders of the Convertible Debentures subject to such withholding Taxes shall have the right, but not the obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduction is so required, any portion of the Corporation will pay Convertible Debentures to a qualified assignee to the extent such additional amounts transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (“Additional Amounts”ii) the Company shall make such deductions or withholdings; (iii) the sum payable shall be increased as may be necessary so that the net amount received by each holder of Debentures after such withholding making all required deductions or deduction withholdings (including any withholding deductions or deduction required withholdings applicable to be made in respect of Additional Amountsadditional amounts paid under this Section 3.6) will not be less than Purchaser receives an amount equal to the amount the holder sum it would have received if no such Taxes deduction or withholding had not been made; and (iv) the Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid other authority in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:accordance with

Payment of Additional Amounts. (a) All payments made by the Corporation in respect or on behalf of the Debentures Company under or with respect to the Notes, or by or on behalf of any Note Guarantor under or with respect to any Note Guarantee (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwiseeach such Person, a “Payor”) will be made free and clear of, and without of any withholding or deduction for or on account of any Taxes imposedtax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge of whatever nature (collectively, “Tax”) imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor makes any payment on the Notes or its Note Guarantee or any department or political subdivision of any of the foregoing (each, a “Relevant Taxing Jurisdiction”), unless such the Payor (or an applicable withholding agent) is required to withhold or deduction deduct Taxes by law. If the Payor (or an applicable withholding agent) is so required by law to withhold or by the interpretation deduct any amount for or administration thereof by the relevant Governmental Authority. If on account of Taxes of a Relevant Taxing Jurisdiction from any such withholding payment made under or deduction is so requiredwith respect to any Notes or Note Guarantee, the Corporation Payor, subject to the exceptions listed below, will pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received by each holder Holder or beneficial owner of Debentures the Notes after such withholding or deduction (including any withholding or deduction required attributable to be made in respect of Additional AmountsAmounts payable hereunder) will not be less than the amount the holder Holder or beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for or in respect of:.

Payment of Additional Amounts. (a) All payments made by the Corporation in Company under or with respect of to the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or otherwise) will Securities shall be made free and clear of, of and without withholding or deduction for or on account of any Taxes imposedpresent or future tax, leviedduty, collectedlevy, withheld impost, assessment or assessed other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of (1) the Government of Canada or of any Taxing Jurisdictionprovince or territory thereof or by any authority or agency therein or thereof having power to tax, (2) any jurisdiction from or through which payment on the Securities is made, or any political subdivision or governmental authority thereof or therein having the power to tax, or (3) any other jurisdiction in which the payor is organized or otherwise considered to be resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (hereinafter, the "TAXES"), unless such withholding the Company is required to withhold or deduction is so required deduct Taxes by law or by the interpretation or administration thereof by the relevant Governmental Authoritythereof. If the Company is required to withhold or deduct any such withholding amount for or deduction is so requiredon account of Taxes from any payment made under or with respect to the Securities, the Corporation will Company shall pay (together with such payments) such additional amounts (“Additional Amounts”the "ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each holder of Debentures Securityholder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding or deduction required to be made in respect of from Additional Amounts) will shall not be less than the amount the holder such Holder would have received if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is ; provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposedhowever, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Debentureholder for Holder (an "EXCLUDED HOLDER") (i) with which the Company does not deal at arm's-length (within the meaning of the Canadian Tax Act) at the time of making such payment, or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than solely by reason of the Holder's activity in respect of:connection with purchasing the Securities, by the mere holding of Securities or by reason of the receipt of payments thereunder. The Company will also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.