Common use of Payment of Additional Amounts Clause in Contracts

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) is required to withhold or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction from any payment made by it under or with respect to the Notes, the Issuer or such Guarantor (as applicable) will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All payments made by or on behalf of the Issuer or any Guarantor Company under or with respect to the Notes Securities 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 (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer Company or any Guarantor (as applicable) other payer is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer Company or any Guarantor other payer is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer Company or such Guarantor (as applicable) other payer will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; , provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note a beneficial owner of Securities (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), time of making such payment or (ii) which is subject to such Taxes by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, holding of Securities or receiving the receipt of payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)thereunder. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with and in the time required by applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the NotesSecurities, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holderother than all Excluded Holders) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would Taxes not be payable pursuant to clauses (a) through (g) above) withheld or deducted by the Company and levied or imposed and paid by such Holder (including, as applicable, the or beneficial owners in respect of any such Holder) owner as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawSecurities, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes imposed with respect to any reimbursement under clause clauses (i) or (ii) above. Holders shall be required to complete and file any applicable forms with, but excluding any such taxes on such Holder’s (including, as applicableor provide certification to, the beneficial owners in relevant tax authorities as requested by the Company. At least 30 days prior to each date on which any payment under or with respect of any 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 Holder’s) net incomepayment, the Company will deliver to the Trustees 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 Trustees to pay such Additional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any NoteSecurity, 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. The obligations of the Issuer and the Guarantors under this Section 2.14 foregoing provisions shall survive the any defeasance or termination of obligations pursuant to this Indenture or any termination of this Indenture and the payment of all amounts under or with respect to the NotesIndenture.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor under or with respect to The principal of and interest on the 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 for, or on account of, any present or future taxtaxes, dutyduties, levyassessments or charges of whatsoever nature, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government of Canada within Canada, or Bermuda any province, territory, political subdivision or of any province or territory taxing authority therein or thereof or by any authority or agency therein or thereof having power to tax (tax. If as a “Relevant Taxing Jurisdiction”)result of any change in, unless or amendment to, or in the Issuer official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any Guarantor (as applicable) 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 deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction duties from any payment made by it payments due under or with respect to the Notes, the Issuer or such Guarantor (as applicable) will 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 (including Additional Amounts) amounts receivable by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) holder after such withholding or deduction will not be less than shall equal the amount the Holder (including, as applicable, the beneficial owners respective amounts of principal or interest which would have been receivable in respect of any the Notes in the absence of such Holderwithholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) would have received if such taxes had not been withheld to, or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner third party on behalf of, a holder who is liable for to such taxes taxes, duties, assessments or charges in respect of such Note (i) by reason of such Holder or beneficial owner, or any other that person entitled to payments on the Note, being a person having some connection with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownershipholding or use outside Canada, or receiving payments under or enforcing any rights in respect of such Note ownership as a non-resident or deemed non-resident of Canada or any province or territory thereof or thereinCanada, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax ActNote; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if presented for payment more than thirty days after the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, Relevant Date (as defined below) except to the extent that the Holder of the Notes holder thereof would have been entitled to such Additional Amounts on presentation of presenting the same for payment on the last day of or before such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Actthirtieth day; or (giii) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make where such withholding or deduction is imposed on a payment to an individual and (2) remit the full amount deducted or withheld by it is required to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due be made pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest European Council Directive 2003/48/EC or any other amount payable under law implementing or with respect complying with, or introduced in order to any Noteconform to, such mention shall be deemed Directive; or (iv) presented for payment by or on behalf of a holder who would have been able to include mention avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofEuropean Union. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.“

Payment of Additional Amounts. All payments made by or on behalf of the Issuer or any Guarantor Company under or with respect to the Notes Securities (including, without limitation, any Additional Interest Amount) will be made free and clear 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 (“Taxes”including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax tax, including without limitation any taxes imposed under Part XIII of the Tax Act (a “Relevant Taxing Jurisdiction”"Canadian Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold by law or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for for, or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction of, Canadian Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer Company will make such withholding or such Guarantor (deduction and pay as applicable) will pay additional interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) after such withholding or deduction (including any withholding or deduction required to be made in respect of any Additional Amounts) will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) would have received if such taxes Canadian Taxes had not been withheld or deducteddeducted and similar payment (the term "Additional Amounts" shall also include any such similar payments) will also be made by the Company to Holders (other than Excluded Holders) of Securities that are exempt from withholding but are required to pay Canadian Taxes directly on amounts otherwise subject to withholding; provided provided, however, that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.:

Payment of Additional Amounts. (a) All payments made amounts paid or credited by the Issuer or any Guarantor Company under or with respect to the Notes will Notes, or by any Guarantor under or in respect of its Guarantee shall be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer Company or any Guarantor (as applicable) is required to withhold or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof. If the Issuer or any such Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed Taxes by law or levied by a Relevant Taxing Jurisdiction interpretation or administration of law. If the Company or any Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made by it amount paid or credited under or with respect to the NotesNotes or the Guarantees, the Issuer Company or such Guarantor (as applicable) will shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will (including any withholding or deduction in respect of Additional Amounts) shall not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided provided, that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (ian “Excluded Holder”) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person (1) with whom the Issuer Company or any such Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”))time of making such payment, (ii2) who is subject to the Taxes in question by reason of its being connected with the existence of any present or former connection between jurisdiction imposing such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other Taxes otherwise than by the mere ownership, acquisition or receiving holding of the Notes or the receipt of payments under thereunder or enforcing any the enforcement of its rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or thereinthereunder, or (iii3) by reason of who is subject to such Taxes because the Holder is or beneficial owner being a “specified shareholder” is deemed to be resident in Canada or uses or holds or is deemed or considered to use or hold the Notes in carrying on business in Canada for purposes of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Income Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or Company and any Guarantor (as applicable) Guarantors will also (1a) make such withholding or deduction and (2b) remit the full amount deducted or withheld by it to the relevant authority in accordance with and in the time required under applicable law. The Issuer or Company and any Guarantor (as applicable) will Guarantors shall furnish to the Holders of Notes that are outstanding on the Notesdate of the withholding or deduction, within 30 days after the date of the payment of any taxes by it is Taxes due pursuant to under applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any Company or such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesGuarantor.

Payment of Additional Amounts. All payments made by the Issuer or any a Guarantor under or with respect to the Notes or its Guarantee will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any such Guarantor (as applicable) is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any a Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesNotes or its Guarantee, the Issuer or such Guarantor (as applicable) will pay as interest such additional amounts (“Additional Amounts”) Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners would have received in respect of any such Holder) would have received Beneficial Owner if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”))time of making such payment, (ii) which is subject to such Taxes by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and its being connected with Canada or any province or territory thereof otherwise than by the acquisition or therein other than mere holding of Notes or the mere ownershipreceipt of payments thereunder, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) 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 Holder or beneficial owner being a “specified shareholder” of Taxes, (iv) if the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note Notes are presented for payment (where presentation is required) more than 30 15 days after the later of (i) the date on which such payment first becomes or such Notes became due and payable or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notespayment thereof is duly provided for, whichever is later (except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of had the same for payment Notes been presented on the last day of such period of 30 days; 15-day period) or (dv) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax to the extent that such withholding is imposed as on a result of the failure of payment to a Holder or beneficial owner Beneficial Owner who is an individual pursuant to comply with certification, identification, declaration or similar reporting requirements concerning European Union Directive 2003/48/EC on the nationality, residence, identity or connection with Canada taxation of savings or any province law implementing or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction ofcomplying with, or exemptionintroduced in order to conform to, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)Directive. The Issuer or any Such Guarantor (as applicable) will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Upon the written request of a Holder, such Guarantor (will furnish, as applicable) will furnish soon as reasonably practicable, to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, such Holder certified copies of tax receipts evidencing such payment by itsuch Guarantor. The Issuer and the Guarantors Such Guarantor will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such a Beneficial Owner (other than an Excluded Holder) and, upon written request, will request of any Holder (other than an Excluded Holder) reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) such Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under any failure of such Guarantor to withhold, deduct or with respect remit to the Notes which have not been withheld or deducted and remitted by relevant tax authority, on a timely basis, the Issuer or any Guarantor (as applicable) in accordance with full amounts required under applicable law, ; and (ii) any liability (including penalties, interest and expenses) arising therefrom such Taxes so levied or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i) or (ii) above), but excluding any so that the net amount received by such taxes on such Holder’s (including, as applicable, the beneficial owners 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 such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Notethe Guarantee of a Guarantor is due and payable, if such Guarantor will be obligated to pay Additional Amounts with respect to such payment, such mention shall Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be deemed payable, stating the amounts so payable and will set forth such other information necessary to include mention enable the Trustee, on behalf of the payment of such Guarantor, to pay such Additional Amounts to Holders on the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofpayment date. The obligations of the Issuer and the Guarantors under this Section 2.14 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the NotesGuarantees.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the acquisition or therein mere holding of such Holder Securities or beneficial owner, if such compliance is required by statute the receipt of payments thereunder or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 the enforcement of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement rights with respect to FATCA the Collateral Documents, (iii) if the Securities are presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Securities been presented on the last day of such 15-day period) or (iv) to the extent that such withholding is imposed on a payment to a Holder who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any similar legislation imposed by any other governmental authoritylaw implementing or complying with, includingor introduced in order to conform to, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)such Directive. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (Upon the written request of a Holder of Securities, the Company will furnish, as applicable) will furnish soon as reasonably practicable, to the Holders such Holder of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, Securities certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, other than to the beneficial owners in respect extent the Holder is an Excluded Holder) and upon written request of any such Holder of Securities (other than to the extent the Holder is an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) such Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under any failure of the Company to withhold, deduct or with respect remit to the Notes which have not been withheld or deducted and remitted by relevant tax authority, on a timely basis, the Issuer or any Guarantor (as applicable) in accordance with full amounts required under applicable law, ; and (ii) any liability (including penalties, interest and expenses) arising therefrom such Taxes so levied or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i) or (ii) above), but excluding any so that the net amount received by such taxes Xxxxxx after such reimbursement would not be less than the net amount such Holder would have received if such Taxes on such Holder’s (includingreimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect 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, on behalf of any the Company, to pay such Holder’s) net incomeAdditional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase priceChange in Control Purchase Price, interest or any other amount payable under or with respect to any Note, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 1013 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesSecurities.

Payment of Additional Amounts. All The Company shall make all payments made by the Issuer of principal of and premium, if any, interest and any other amounts on, or any Guarantor under or with in respect to the Notes will be made free and clear of, and the Securities without withholding or deduction for at source for, or on account of, any present or future taxtaxes, dutyfees, levyduties, impostlevies, assessment imposts, assessments or governmental charges (including penalties, interest, additions and any other governmental charge liability with respect thereto) of whatever nature (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province other jurisdiction in which the Company is organized or territory considered to be a resident for Tax purposes or any political subdivision or taxing authority thereof or therein or thereof any jurisdiction from or by any authority or agency therein or thereof having power to tax through which payment on the Security is made (a “Relevant Taxing Jurisdiction”), unless such Taxes are required to be withheld or deducted by (x) the Issuer laws (or any Guarantor (as applicableregulations or rulings promulgated thereunder) is required to withhold or deduct taxes by the laws of the Relevant a Taxing Jurisdiction or by any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or administration enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a Taxing Jurisdiction or any political subdivision thereof). If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction from any payment made by it under or with respect Taxes, the Company shall, subject to certain limitations and exceptions described below, pay to the Notes, the Issuer or such Guarantor (as applicable) will pay Holder of any Security such additional amounts (such additional amounts, “Additional Amounts”) as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the net amount received withholding or deduction (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will for such Additional Amounts), shall not be less than the amount the Holder (including, as applicable, the beneficial owners provided for in respect of any such Holder) would have received if such taxes had not been withheld Security or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in to be then due and payable. The Company shall not be required to pay any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were for or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.on account of:

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a hereinafter “Relevant Taxing JurisdictionTaxes”), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an “Excluded Holder”) (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the mere holding of Securities or therein the receipt of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the NotesSecurities, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) and, and upon written request, will request reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawSecurities, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes imposed with respect to any reimbursement under clause (i) or (ii) above), but excluding any such taxes Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Company, to pay such Additional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase priceChange in Control Purchase Price, Offered Price, interest or any other amount payable under or with respect to any Note, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 1021 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesSecurities.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the acquisition or therein mere holding of such Holder Securities or beneficial owner, if such compliance is required by statute the receipt of payments thereunder or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 the enforcement of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement rights with respect to FATCA the Collateral Documents, (iii) if the Securities are presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Securities been presented on the last day of such 15-day period) or (iv) to the extent that such withholding is imposed on a payment to a Holder who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any similar legislation imposed by any other governmental authoritylaw implementing or complying with, includingor introduced in order to conform to, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)such Directive. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (Upon the written request of a Holder of Securities, the Company will furnish, as applicable) will furnish soon as reasonably practicable, to the Holders such Holder of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, Securities certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, other than to the beneficial owners in respect extent the Holder is an Excluded Holder) and upon written request of any such Holder of Securities (other than to the extent the Holder is an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) such Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under any failure of the Company to withhold, deduct or with respect remit to the Notes which have not been withheld or deducted and remitted by relevant tax authority, on a timely basis, the Issuer or any Guarantor (as applicable) in accordance with full amounts required under applicable law, ; and (ii) any liability (including penalties, interest and expenses) arising therefrom such Taxes so levied or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i) or (ii) above), but excluding any so that the net amount received by such taxes Holder after such reimbursement would not be less than the net amount such Holder would have received if such Taxes on such Holder’s (includingreimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect 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, on behalf of any the Company, to pay such Holder’s) net incomeAdditional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase priceChange in Control Purchase Price, interest or any other amount payable under or with respect to any Note, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 1013 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesSecurities.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor RCCI under or with respect to the Notes or the Guarantee will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a hereinafter “Relevant Taxing JurisdictionTaxes”), unless the Issuer or any Guarantor (as applicable) RCCI is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Issuer or any Guarantor RCCI is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the Notes, the Issuer or such Guarantor (as applicable) RCCI will pay as interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of such Notes in respect of a beneficial owner (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners such holder would have received in respect of any such Holder) would have received the beneficial owner if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes payment made to a holder of the Notes in respect of such Note a beneficial owner (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor which RCCI does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”))) at the time of making such payment or which is entitled to the payment in respect of a debt or other obligation to pay an amount to a person with which RCCI does not deal at arm’s length (within the meaning of the Tax Act) at the time of making such payment, (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner which is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer RCCI, or which does not dealing deal at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” of the Issuer RCCI as defined in subsection 18(5) of the Tax Act; , (biii) any tax that which is levied or collected other than by withholding from payments on or an entity in respect of which RCI is a “specified entity” (as defined in proposed subsection 18.4(1) of the Notes; Tax Act contained in Bill C-59), (civ) where all or any Note portion of the amount paid or credited to such holder is deemed to be a dividend pursuant to subsection 214(6) of the Tax Act, (v) which is subject to such Taxes by reason of the holder or beneficial owner carrying on business in, maintaining a permanent establishment or other physical presence in or otherwise 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, (vi) which is subject to such Taxes by reason of the legal nature of the holder or beneficial owner disentitling such holder or beneficial owner to the benefit of an applicable treaty or convention if and to the extent that the application of such treaty or convention would have resulted in the reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to a holder on behalf of such beneficial owner, (vii) which is subject to such Taxes by reason of the failure by a holder or beneficial owner 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, (viii) if the Notes are presented for payment (where presentation is required) more than 30 15 days after the later of (i) the date on which such payment first becomes or such Notes became due and payable or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notespayment thereof is duly provided for, whichever is later (except to the extent that the Holder of the Notes holder would have been entitled to such Additional Amounts on presentation of had the same for payment Notes been presented on the last day of such period 15-day period), (ix) on account of 30 days; (d) any estate, inheritance, gift, sales, value added, excise, transfer, excise or use, personal property tax or any similar tax; , assessment or governmental charge, (ex) that is a fiduciary, partnership or any tax other entity other than the sole beneficial owner of such payment to the extent the Taxes giving rise to such Additional Amounts would not have been imposed as a result had the holder of the failure of a Holder Notes been the beneficiary, partner or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or sole beneficial owner, as the case may be, of the payment, (xi) on account of any Taxes (a) that are payable other than by deduction or withholding from a payment of the principal of, premium, if any, or interest on the Notes, (b) that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later or (c) that are required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from payment can be made without such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any at least one other governmental authority, paying agent or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (gxi) any combination of the foregoing clauses (ai) to through (fxi). The Issuer or any Guarantor (as applicable) RCCI will also (1a) make such withholding or deduction and (2b) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to Upon the Holders written request of the a holder of Notes, within 30 days after the date the payment RCCI will furnish, as soon as reasonably practicable, to such holder of any taxes by it is due pursuant to applicable law, Notes certified copies of tax receipts evidencing such payment by itRCCI. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners If a holder in respect of a beneficial owner has received a refund or credit for any Taxes with respect to which RCCI has paid Additional Amounts, such Holder) andholder shall pay over such refund to RCCI (but only to the extent of such Additional Amounts), upon written requestnet of all out-of-pocket expenses of such holder or beneficial owner, will reimburse each such Holder (including, as applicable, together with any interest paid by the beneficial owners relevant tax authority in respect of such refund. At least 30 days prior to each date on which any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made payment under or with respect to the Notes which have not been withheld or deducted Guarantee of RCCI is due and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawpayable, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which if RCCI will be obligated to pay Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) abovesuch payment, but excluding any RCCI will deliver to the Trustee an Officers’ Certificate stating the fact that such taxes 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 RCCI, to pay such Holder’s (including, as applicable, Additional Amounts to Holders on the beneficial owners in respect of any such Holder’s) net incomepayment date. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Notethe Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors RCCI under this Section 2.14 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the NotesGuarantee.

Payment of Additional Amounts. All payments made by or on behalf of the Issuer or any Guarantor Company under or with respect to the Notes Securities (including, without limitation, any Additional Interest Amount) 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 (“Taxes”including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax tax, including without limitation any taxes imposed under Part XIII of the Tax Act (a “Relevant Taxing JurisdictionCanadian Taxes”), unless the Issuer or any Guarantor (as applicable) Company is required to withhold by law or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Canadian Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such 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 (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Canadian Taxes had not been withheld or deducteddeducted and similar payment (the term “Additional Amounts” shall also include any such similar payments) will also be made by the Company to Holders (other than Excluded Holders) of Securities that are not subject to withholding but are required to pay tax directly on amounts otherwise subject to withholding; provided provided, however, that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.:

Payment of Additional Amounts. All payments made by or on behalf of the Issuer or any Guarantor Company under or with respect to the Notes Securities (including, without limitation, any Additional Interest Amount) will be made free and clear 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 (“Taxes”including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax tax, including without limitation any taxes imposed under Part XIII of the Tax Act (a “Relevant Taxing JurisdictionCanadian Taxes”), unless the Issuer or any Guarantor (as applicable) Company is required to withhold by law or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for for, or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction of, Canadian Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer Company will make such withholding or such Guarantor (deduction and pay as applicable) will pay additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) after such withholding or deduction (including any withholding or deduction required to be made in respect of any Additional Amounts) will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) would have received if such taxes Canadian Taxes had not been withheld or deducteddeducted and similar payment (the term “Additional Amounts” shall also include any such similar payments) will also be made by the Company to Holders (other than Excluded Holders) of Securities that are exempt from withholding but are required to pay Canadian Taxes directly on amounts otherwise subject to withholding; provided provided, however, that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.:

Payment of Additional Amounts. All If with respect to Securities of any series it is specified pursuant to Section 2.5 that this Section 3.7 and Section 10.6 shall apply to Securities of such series then all payments in respect of Securities of such series, including, without limitation, payments of principal and interest, if any, shall be made by the Issuer or any Guarantor under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), Taxes unless the Issuer or any Guarantor (as applicable) is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction applicable law or by the interpretation or of administration thereofthereof by the relevant government authority. If In the event the Issuer or any Guarantor is so required to deduct or withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under on or with respect to the NotesSecurities of such series, the Issuer or such Guarantor (as applicable) will shall pay such additional amounts (“Additional Amounts”) Amounts as may be necessary so in order that the net amount amounts received by each holder or beneficial owner of the Securities of such series after such withholding or deduction in respect of such Taxes (including Additional Amounts) by each Holder (includingshall equal the respective amounts of principal, as applicableinterest, the beneficial owners if any, and premium, if any, which would have been received in respect of any the Securities of such Holder) after series in the absence of such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes had not been withheld or deducteddeduction; provided that no such Additional Amounts will be payable with respect to: to (a1) any payment to a Holder holder or beneficial owner who is liable for such taxes Taxes in respect of any Security of such Note series (ia) by reason of such Holder holder or beneficial owner, or any other person entitled to payments on the Note, owner being a person with whom the Issuer or any Guarantor does is not deal dealing at arm’s 's length (within for the meaning purposes of the Income Tax Act (Canada) or (the “Tax Act”)), (iib) by reason of the existence of any present or former connection between such Holder holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder holder or beneficial owner, if such Holder holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein or agency thereof or therein other than the mere holding, use or ownership or deemed holding, use or ownership, or receiving payments under or enforcing any rights in respect of any Security of such Note series as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein or any agency thereof or therein, or (iii2) any Tax which would not have been so imposed but for the presentation by reason the holder of any Security of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented series for payment (where presentation is required) on a date more than 30 10 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to payment became due and payable or the Holders of the Notesdate on which payment thereof is duly provided for, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 dayswhichever occurs later; (d3) any estate, inheritance, gift, sales, transfer, excise or personal property or excise tax or any similar tax, assessment or governmental charge; (e4) any tax Tax which is payable otherwise than by withholding from payments in respect of principal of, any premium or any interest on any Security of such series; (5) any Tax imposed as a result of the failure of a Holder or beneficial owner to comply with (a) certification, identificationinformation, declaration documentation, reporting or other similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof of the holder or therein beneficial owner of any Security of such Holder or beneficial ownerseries, if such compliance is required by statute statute, or by regulation, as a precondition to reduction relief or exemption from such Tax or (b) any other certification, information, documentation, reporting or other similar requirements under Canadian federal or provincial income tax laws or regulations that would establish entitlement to otherwise applicable relief or exemption from such Tax, assessment or other governmental charge; (6) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of the principal of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), premium or any successor version thereofinterest on any Security of such series, or any similar legislation imposed if the payment can be made without such withholding by any at least one other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Actpaying agent; or (g7) any combination of the foregoing clauses items (a1), (2), (3), (4), (5) to or (f6). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the NotesFurthermore, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which no Additional Amounts would not shall be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) payment on any Security of such series to a holder or (ii) abovebeneficial owner who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, but excluding any such taxes on such Holder’s (includingsettlor, as applicable, member or beneficial owner been the beneficial owners in respect holder of any such Holder’s) net incomeSecurity of such series. Whenever in this Indenture or the Indenture Securities of any series to which this Section 3.7 is applicable there is mentioneda reference, in any context, to the payment of the principal (and premiumof or interest, if any), redemption amounton, purchase priceor in respect of, interest or any other amount payable under or with respect Security to any Notewhich this Section 3.7 is applicable, such mention payment 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. The obligations of such payment pursuant to the Issuer and the Guarantors under provisions of this Section 2.14 shall survive the termination and express mention of this Indenture and the payment of all amounts under Additional Amounts (if applicable) in any provision hereof or thereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as specifically provided in this Section 3.7 and Section 10.6 with respect to Securities of any series to which such sections are applicable, the NotesIssuer will not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

Payment of Additional Amounts. All payments made by or on behalf of the Issuer or any Guarantor Company under or with respect to the Notes Securities 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 (“Taxes”including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax tax, including without limitation any taxes imposed under Part XIII of the Tax Act (a “Relevant Taxing JurisdictionCanadian Taxes”), unless the Issuer or any Guarantor (as applicable) Company is required to withhold by law or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Canadian Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer Company will make such withholding or such Guarantor (deduction and pay as applicable) will pay additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such 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 (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Canadian Taxes had not been withheld or deducteddeducted and similar payment (the term “Additional Amounts” shall also include any such similar payments) will also be made by the Company to Holders (other than Excluded Holders) of Securities that are exempt from withholding but are required to pay tax directly on amounts otherwise subject to withholding; provided provided, however, that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.:

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of Canada or Canada, Bermuda or of any province province, territory or territory jurisdiction thereof or therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the Notes, the Issuer or such Guarantor (as applicable) will pay such additional amounts (hereinafter “Additional Amounts”) in respect of each such payment (excluding one payment of quarterly interest, other than deferred interest, in connection with a redemption of the Notes in accordance with the provisions described under Section 2.6.2 of this Second Supplemental Indenture) as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes Taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person Person entitled to payments on the Note, being a person Person with whom the Issuer or any a Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein the Relevant Taxing Jurisdiction other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or thereinNote, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act, or (iv) by reason of such holder or beneficial owner being a “specified entity” in respect of the Issuer or any Guarantor as defined in proposals to amend the Tax Act with respect to “hybrid mismatch arrangements” contained in Bill C-59 tabled in Parliament on November 30, 2023; (b) any tax Tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder or beneficial owner of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar taxTax; (e) any tax Tax imposed as a result of to the extent resulting from the failure of a Holder or beneficial owner to comply with certification, identification, declaration declaration, filing or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein the Relevant Taxing Jurisdiction of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such taxTax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax Tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes Taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes Taxes (other than any taxes Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes Taxes (other than any taxes Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) aboveabove in this paragraph, but excluding any such taxes Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofthereof (and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)). The obligations of the Issuer and the Guarantors under this Section 2.14 2.12 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. (a) All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Notes, or by any Note Guarantor pursuant to the Note Guarantees, will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of (i) the government of Canada or Bermuda or of any province or territory therein thereof, (ii) any jurisdiction other than the United States in which the Company or thereof any such Note Guarantor is organized or by otherwise resident for tax purposes or (iii) any jurisdiction other than the United States from or through which payment on the Notes or the Note Guarantees is made, in each case including any political subdivision or any authority or agency therein or thereof having power to tax (each a “Relevant Taxing JurisdictionAuthority”), unless the Issuer Company or any such Note Guarantor (as applicable) is required to withhold or deduct taxes by the laws of the Relevant Taxing Jurisdiction Taxes under any law or by the interpretation interpretation, application or administration thereof. If If, after the Issuer Issue Date, the Company or any Guarantor such Note Guarantor, as the case may be, is so required to withhold or deduct any amount for or on account of taxes Taxes imposed or levied by a Relevant any Taxing Jurisdiction Authority from any payment made by it under or with respect to the NotesNotes or the Note Guarantees, as the case may be, the Issuer Company or such Guarantor (Note Guarantor, as applicable) 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 such Holder (including the Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the such Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (an “FATCAExcluded Holder”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.):

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with 101 which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the mere holding of Securities or therein the receipt of payments thereunder, (iii) if the Securities are presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Securities been presented on the last day of such Holder 15 day period) or beneficial owner, if such compliance (iv) where withholding is required by statute imposed on a payment to an individual pursuant to any European Union Directive on the taxation of savings or by regulation, as a precondition to reduction ofany law implementing or complying with, or exemptionintroduced in order to conform to, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)Directive. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Upon the written request of the Holders of Securities, the Company will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, Securities certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect other than an Excluded Holder) and upon written request of any such Holder of Securities (other than an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) such Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under any failure of the Company to withhold, deduct or with respect remit to the Notes which have not been withheld or deducted and remitted by relevant tax authority, on a timely basis, the Issuer or any Guarantor (as applicable) in accordance with full amounts required under applicable law, ; and (ii) any liability (including penalties, interest and expenses) arising therefrom such Taxes so levied or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i) or (ii) above), but excluding any so that the net amount received by such taxes Holder after such reimbursement would not be less than the net amount such Holder would have received if such Taxes on such Holder’s (includingreimbursement had xxx xxen imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect 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, on behalf of any the Company, to pay such Holder’s) net incomeAdditional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase priceChange in Control Purchase Price, Offered Price, interest or any other amount payable under or with respect to any Note, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 1021 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesSecurities.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the acquisition or therein mere holding of such Holder Securities or beneficial owner, if such compliance is required by statute the receipt of payments thereunder or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 the enforcement of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement rights with respect to FATCA the Collateral Documents, (iii) if the Securities are presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Securities been presented on the last day of such 15-day period) or (iv) to the extent that such withholding is imposed on a payment to a Holder who is an individual pursuant to European Union Directive 2004/48/EC on the taxation of savings or any similar legislation imposed by any other governmental authoritylaw implementing or complying with, includingor introduced in order to conform to, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)such Directive. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (Upon the written request of a Holder of Securities, the Company will furnish, as applicable) will furnish soon as reasonably practicable, to the Holders such Holder of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, Securities certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, other than to the beneficial owners in respect extent the Holder is an Excluded Holder) and upon written request of any such Holder of Securities (other than to the extent the Holder is an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) such Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under any failure of the Company to withhold, deduct or with respect remit to the Notes which have not been withheld or deducted and remitted by relevant tax authority, on a timely basis, the Issuer or any Guarantor (as applicable) in accordance with full amounts required under applicable law, ; and (ii) any liability (including penalties, interest and expenses) arising therefrom such Taxes so levied or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i) or (ii) above), but excluding any so that the net amount received by such taxes Holder after such reimbursement would not be less than the net amount xxxx Xolder would have received if such Taxes on such Holder’s (includingreimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect 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, on behalf of any the Company, to pay such Holder’s) net incomeAdditional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase priceChange in Control Purchase Price, interest or any other amount payable under or with respect to any Note, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 1014 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesSecurities.

Payment of Additional Amounts. (a) All payments made by the Issuer or any Guarantor under or with respect to the Notes this Canadian Note Guarantee by Guarantor will be made free and clear of, and without of any withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature (collectively, “TaxesTax”) imposed or levied by or on behalf of the government of Canada or Bermuda any other jurisdiction in which Guarantor is organized, resident or of doing business for tax purposes or from or through which Guarantor makes any province payment on the Canadian Note Guarantee or territory therein any department or political subdivision thereof or by any authority or agency therein or thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicableor an applicable withholding agent) is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereoflaw. If the Issuer Guarantor (or any Guarantor an [Signature Page to Indenture] applicable withholding agent) is so required by law to withhold or deduct any amount for or on account of taxes imposed or levied by Taxes of a Relevant Taxing Jurisdiction from any payment made by it under or with respect to this Canadian Note Guarantee, Guarantor, subject to the Notesexceptions listed below, the Issuer or such Guarantor (as applicable) will pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received (including Additional Amounts) by each Holder (including, as applicable, or beneficial owner of the beneficial owners in respect of any such Holder) Notes after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder (including, as applicable, the or beneficial owners in respect of any such Holder) owner would have received if such taxes Taxes had not been required to be so withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All Where required by the terms of any Series of Securities, all payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities of such Series (which Securities are hereafter referred to in this Section 4.05 as "Securities") will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each holder of Securities (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect holder of any such Holder) Securities would have received if such taxes Taxes had not been withheld or deducted; , provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect payment made to a holder of such Note Securities (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”))time of making such payment, (ii) which is subject to such Taxes by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner its being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection connected with Canada or any province or territory thereof otherwise than by the mere holding of Securities or therein the receipt of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authoritypayments thereunder, or (iiiii) tax who could lawfully avoid (but has not so avoided) such deduction or penalty arising from the Holder’s withholding by complying or beneficial owner’s failure to properly comply procuring that any third party complies with the Holder’s any statutory requirements or beneficial owner’s obligations imposed under the Canadaby making or procuring that any third party makes a declaration of non-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation residence or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect similar claim for exemption to FATCA or any similar legislation imposed by any other governmental relevant tax authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the Notes, Trustee within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesCompany.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Debentures will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesDebentures and the Debentures are not redeemed in accordance with the provisions of Section 208 of this Sixth Supplemental Indenture, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the mere holding of Debentures or therein the receipt of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the NotesDebentures, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) Company in accordance with applicable lawlaw and which have been paid by such Holder in respect of payments made under or with respect to the Debentures, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, thereto or from the failure to make such payment and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes Taxes on such Holder’s (including's net income. At least 30 days prior to each date on which any payment under or with respect to the Debentures is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect of any Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders (other than an Excluded Holder’s) net incomeon the payment date. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase pricePurchase Price, interest or any other amount payable under or with respect to any NoteDebenture, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 211 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofthereof pursuant to the provisions of this Section 211 and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 211 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesDebentures.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Corporation under or with respect to the Notes this Debenture will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "CANADIAN TAXES"), unless the Issuer or any Guarantor (as applicable) Corporation is required to withhold or deduct taxes Canadian Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Corporation is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Canadian Taxes from any payment made by it under or with respect to the Notesthis Debenture, the Issuer or such Guarantor (as applicable) Corporation will pay such additional amounts (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by the Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than equal to the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Canadian Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: to any Canadian Taxes (a"EXCLUDED TAXES") any payment to a Holder or beneficial owner who is liable for the extent such taxes in respect Canadian Taxes are due by reason of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does Corporation not deal dealing at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (with the “Tax Act”)), (ii) by reason Holder at the time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection being connected with Canada or any province or territory thereof or therein otherwise than by the mere holding of such Holder or beneficial owner, if such compliance is required by statute this Debenture or by regulation, as a precondition to reduction ofreason of the receipt, or exemptionenforcement of receipt, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments hereunder. The Issuer or any Guarantor (as applicable) Corporation will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Corporation will furnish to the Holders of the Notes, Holder within 30 days after the date the payment of any taxes by it Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Corporation. The Issuer and the Guarantors Corporation will indemnify and hold harmless each Holder (includingharmless, as applicable, the beneficial owners in respect of any such Holder) and, and upon written request, will reimburse the Holder or such member of the Purchaser Group and each such direct and indirect owner of an equity interest in the Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes Canadian Taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (aExcluded Taxes) through (g) above) so levied or imposed which have not been withheld or deducted and remitted by the Corporation as required by this section 3 and which have been paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) Person as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawthis Debenture, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, thereto and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Canadian Taxes imposed with respect to any reimbursement under clause (i) or and (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. (a) All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Debt Securities of each series will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesDebt Securities of any series, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder of the Debt Securities of such series (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, of the beneficial owners in respect Debt Securities of any such Holder) series would have received if such taxes Taxes had not been withheld or deducted; provided provided, however, that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of the Debt Securities of such Note series (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof or therein otherwise than by the mere holding of Debt Securities of such Holder series or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 the receipt of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the NotesDebt Securities of such series, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder of the Debt Securities of such series (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) and, and upon written request, will request reimburse each such Holder (including, as applicable, of the beneficial owners in respect Debt Securities of any such Holder) series for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed and paid by such Holder (including, as applicable, of the beneficial owners in respect Debt Securities of any such Holder) series as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawDebt Securities of such series, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes imposed with 56 respect to any reimbursement under clause (i) or (ii) above), but excluding any such taxes Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) 's net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All payments made by If the Issuer Company consolidates with or merge with or into another company and the resulting, surviving or transferee company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (such company or any Guarantor under successor thereto, the “surviving entity”), then the surviving entity shall make all payments of principal of and premium, if any, interest and any other amounts on, or with in respect to the Notes will be made free and clear of, and the Securities without withholding or deduction for at source for, or on account of, any present or future taxtaxes, dutyfees, levyduties, impostlevies, assessment imposts, assessments or governmental charges (including penalties, interest, additions and any other governmental charge liability with respect thereto) of whatever nature (“Taxes”) imposed or levied by any jurisdiction in which the surviving entity is considered to be a resident for Tax purposes or on behalf of the government of Canada any political subdivision or Bermuda taxing authority thereof or of any province or territory therein or thereof any jurisdiction from or by any authority or agency therein or thereof having power to tax through which payment on the Security is made (a “Relevant Taxing Jurisdiction”), unless such Taxes are required to be withheld or deducted by (x) the Issuer laws (or any Guarantor (as applicableregulations or rulings promulgated thereunder) is required to withhold or deduct taxes by the laws of the Relevant a Taxing Jurisdiction or by any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or administration enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a Taxing Jurisdiction or any political subdivision thereof). If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction from any payment made by it under or with respect Taxes, the Company shall, subject to certain limitations and exceptions described below, pay to the Notes, the Issuer or such Guarantor (as applicable) will pay Holder of any Security such additional amounts (such additional amounts, “Additional Amounts”) as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the net amount received withholding or deduction (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will from such Additional Amounts), shall not be less than the amount the Holder (including, as applicable, the beneficial owners provided for in respect of any such Holder) would have received if such taxes had not been withheld Security or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in to be then due and payable. The Company shall not be required to pay any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were for or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.on account of:

Payment of Additional Amounts. All payments made by or on behalf of the Issuer or any Guarantor Company under or with respect to the Notes Securities (including, without limitation, any Additional Interest Amount) 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 (“Taxes”including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax tax, including without limitation any taxes imposed under Part XIII of the Tax Act (a “Relevant Taxing Jurisdiction”"Canadian Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold by law or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Canadian Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as additional interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such 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 (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Canadian Taxes had not been withheld or deducteddeducted and similar payment (the term "Additional Amounts" shall also include any such similar payments) will also be made by the Company to Holders (other than Excluded Holders) of Securities that are not subject to withholding but are required to pay tax directly on amounts otherwise subject to withholding; provided provided, however, that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.:

Payment of Additional Amounts. (a) All payments made by the Issuer or Company, the Escrow Guarantor and any Subsidiary Guarantor under or with respect to the Notes (including payments in respect of Liquidated Damages, if any) will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental government charge (“Taxes”including penalties, interest or other liabilities related thereto) imposed or levied by or on behalf of the government of Canada the Netherlands or Bermuda any political subdivision or of any province or territory therein or thereof or by any taxing authority or agency thereof or therein or thereof having power to any other jurisdiction in which the Company is organized or engaged in business for tax purposes (a “Relevant Taxing Jurisdiction”"Taxes"), unless the Issuer Company, the Escrow Guarantor or any Subsidiary Guarantor (as applicable) is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer Company, the Escrow Guarantor or any such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes, from any payment made by it under or with respect to the Notes, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder of Notes (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided PROVIDED that no the foregoing obligation to pay Additional Amounts will be payable with respect to: does not apply to (a) any payment to a Holder or beneficial owner who is liable Taxes that would not have been so imposed but for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial ownerthe relevant holder, if such Holder or beneficial owner the relevant holder is an estate, trustnominee, partnership, limited liability company trust or corporation) and Canada the Netherlands or any province political subdivision or territory 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 ownership, or receiving payments under or enforcing any rights in respect receipt of such Note as a non-resident payment or deemed non-resident the ownership or holding outside of Canada the Netherlands or any province or territory thereof or therein, or (iii) by reason such other jurisdiction of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax ActNote); (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax, assessment or governmental charge; or (ec) any tax imposed as a result Taxes payable otherwise than by deduction or withholding from payments of the failure principal of a Holder (or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial ownerpremium, if any, on) or interest on such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such taxNote; (f) any nor will Additional Amounts be paid (i) if the payment could have been made without such deduction or withholding or deduction imposed pursuant to Sections 1471 to 1474 if the beneficiary of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from payment had presented the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, Note for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, payment within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing on which such payment by it. The Issuer or such Note became due and payable or the Guarantors will indemnify and hold harmless each date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which would have been entitled to Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied had the Note been presented on the last day of such 30 day period), or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal of (and or premium, if any), redemption amount, purchase price, on) or interest on such Note to any Holder who is a fiduciary or partnership or any person other amount payable under than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to any Notesuch fiduciary, a member of such mention shall be deemed a partnership or the beneficial owner of such payment would not have been entitled to include mention of the payment of 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 taxes on payments under the extent thatNotes for which they would not have been so liable but for such conduct of business in the Taxing Jurisdiction, in "Taxes" shall include taxes imposed by way of deduction or withholding by such contextTaxing Jurisdiction and the Company's, the Escrow Guarantor's and any Subsidiary Guarantor's obligations to pay Additional Amounts are, were shall apply without regard to whether Holders or would be payable in respect beneficial owners have a present or former connection with such Taxing Jurisdiction or any prefecture or territory thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All payments made by of Principal and interest in respect of the Issuer or any Guarantor under or with respect to the Notes will Securities shall be made free and clear of, of and without withholding or deduction for or on account of, of any and all present or future taxtaxes, dutyduties, levyassessments or governmental charges of any nature imposed, impostlevied, assessment collected, withheld or other governmental charge (“Taxes”) imposed or levied assessed by or on behalf of (i) the government of Canada or Bermuda Switzerland or of any province political subdivision of Switzerland or territory by any authority or agency therein or thereof having the power to tax, (ii) the government of any other jurisdiction in which the Company or the Guarantor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof having the power to tax or (iii) the government of any jurisdiction from or through which a payment on the Securities or Guarantee is made or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof having power to tax (each jurisdiction listed in clauses (i), (ii) and (iii), a “Relevant Taxing Jurisdiction”, which we refer to and all such taxes, duties, assessments or governmental charges collectively, as Taxes), unless except to the Issuer or any Guarantor (as applicable) is extent such Taxes are required to withhold be withheld or deduct taxes deducted by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereoflaw. If either the Issuer Company or any the Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with in respect to of the NotesSecurities, the Issuer Company or such Guarantor (the Guarantor, as applicable) will the case may be, shall pay such additional amounts (“Additional Amounts”) as may be necessary so such that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any including such HolderAdditional Amounts) after such withholding or deduction will shall not be less than the amount the such Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes the Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.Taxes:

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesNotes and the Notes are not redeemed in accordance with the provisions of Section 208 of this Fifth Supplemental Indenture, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the mere holding of Notes or therein the receipt of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) Company in accordance with applicable lawlaw and which have been paid by such Holder in respect of payments made under or with respect to the Notes, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, thereto or from the failure to make such payment and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes Taxes on such Holder’s (including's net income. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect of any Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders (other than an Excluded Holder’s) net incomeon the payment date. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase pricePurchase Price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 211 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofthereof pursuant to the provisions of this Section 211 and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 211 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. (a) All payments made amounts paid or credited by the Issuer or any Guarantor Company under or with respect to the Notes will Notes, or by any Guarantor in respect of its Guarantee shall be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer Company or any Guarantor (as applicable) is required to withhold or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof. If the Issuer or any such Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed Taxes by law or levied by a Relevant Taxing Jurisdiction interpretation or administration of law. If the Company or any Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made by it amount paid or credited under or with respect to the NotesNotes or the Guarantees, the Issuer Company or such Guarantor (as applicable) will shall pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will (including any withholding or deduction in respect of Additional Amounts) shall not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided PROVIDED that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (ian "Excluded Holder") by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person (1) with whom the Issuer Company or any such Guarantor does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”))time of making such payment, (ii2) who is subject to the Taxes in question by reason of its being connected with the existence of any present or former connection between jurisdiction imposing such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other Taxes otherwise than by the mere ownership, acquisition or receiving holding of the Notes or the receipt of payments under thereunder or enforcing any the enforcement of its rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or thereinthereunder, or (iii3) by reason of who is subject to such Taxes because the Holder is or beneficial owner being a “specified shareholder” is deemed to be resident in Canada or uses or holds or is deemed or considered to use or hold the Notes in carrying on business in Canada for purposes of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Income Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or Company and any Guarantor (as applicable) Guarantors will also (1a) make such withholding or deduction and (2b) remit the full amount deducted or withheld by it to the relevant authority in accordance with and in the time required under applicable law. The Issuer or Company and any Guarantor (as applicable) will Guarantors shall furnish to the Holders (other than Excluded Holders) of Notes that are outstanding on the date of the Noteswithholding or deduction, within 30 days after the date of the payment of any taxes by it is Taxes due pursuant to under applicable law, certified copies of tax receipts evidencing such payment by itthe Company or such Guarantor. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.108

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada the United States, any state thereof or Bermuda or the District of any province or territory therein or thereof Columbia, or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that PROVIDED THAT no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (CanadaINTERNAL REVENUE CODE) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such dateTaxes by reason of its being connected with the United States, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory state thereof or therein the District of such Holder Columbia, otherwise than by the mere holding of Securities or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 the receipt of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the NotesSecurities, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) and, and upon written request, will request reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawSecurities, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes imposed with respect to any reimbursement under clause (i) or (ii) above), but excluding any such taxes Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) Holders' net income. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase priceRedemption Price, interest or any other amount payable under or with respect to any NoteSecurity, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 shall 3.11 survive the termination of this the Indenture and the payment of all amounts under or with respect to the NotesSecurities.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor under or with respect to the Senior Notes will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction Canadian law or by the interpretation or administration thereof. If If, after the Issue Date, the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the Notes, the Issuer or such Guarantor (as applicable) will shall pay to each Holder of Notes on the date of the required payment such additional amounts (“the "Additional Amounts”") as may be necessary so that the net amount received by such Holder (including the Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes had not been withheld or deducted; provided , PROVIDED that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom which the Issuer or any Guarantor does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required otherwise than by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 the mere holding of the U.S. Internal Revenue Code Senior Notes or the receipt of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) will shall also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with the applicable law. The Issuer or any Guarantor (as applicable) will shall furnish to the Holders of Senior Notes that are Outstanding on the Notes, date of the required payment within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made by itthe Issuer. The Issuer and the Guarantors will shall indemnify and hold harmless each Holder on the date of the required payment (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) and, and upon written request, will request reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawOutstanding Notes, (ii) any liability (including penalties, interest and expensesexpense) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) 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, but excluding any if the Issuer becomes obligated to pay Additional Amounts with respect to such taxes on such Holder’s (including, as applicablepayment, the beneficial owners in respect of any Issuer shall deliver to the Trustee an Officers' Certificate stating the fact that such Holder’s) net incomeAdditional 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 the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any); payments in connection with a Change of Control Offer, redemption amount, purchase pricea Deficiency Offer or an Asset Disposition Offer, interest (including Defaulted Interest); or any other amount payable under on or with respect to any Noteof the Senior Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 1014 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofthereof pursuant to the provisions of this Section 1014 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 and the Guarantors under this Section 2.14 1014 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. All payments made by the Issuer or any Guarantor Corporation under or with respect to the Notes this Debenture will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "CANADIAN TAXES"), unless the Issuer or any Guarantor (as applicable) Corporation is required to withhold or deduct taxes Canadian Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Corporation is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Canadian Taxes from any payment made by it under or with respect to the Notesthis Debenture, the Issuer or such Guarantor (as applicable) Corporation will pay such additional amounts (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by the Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than equal to the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Canadian Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: to any Canadian Taxes (a"EXCLUDED TAXES") any payment to a Holder or beneficial owner who is liable for the extent such taxes in respect Canadian Taxes are due by reason of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does Corporation not deal dealing at arm’s =s length (within the meaning of the Income Tax Act INCOME TAX ACT (Canada)) (with the “Tax Act”)), (ii) by reason Holder at the time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection being connected with Canada or any province or territory thereof or therein otherwise than by the mere holding of such Holder or beneficial owner, if such compliance is required by statute this Debenture or by regulation, as a precondition to reduction ofreason of the receipt, or exemptionenforcement of receipt, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments hereunder. The Issuer or any Guarantor (as applicable) Corporation will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Corporation will furnish to the Holders of the Notes, Holder within 30 days after the date the payment of any taxes by it Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Corporation. The Issuer and the Guarantors Corporation will indemnify and hold harmless each Holder (includingharmless, as applicable, the beneficial owners in respect of any such Holder) and, and upon written request, will reimburse the Holder or such member of the Purchaser Group and each such direct and indirect owner of an equity interest in the Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes Canadian Taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (aExcluded Taxes) through (g) above) so levied or imposed which have not been withheld or deducted and remitted by the Corporation as required by this section 3 and which have been paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) Person as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawthis Debenture, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, thereto and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Canadian Taxes imposed with respect to any reimbursement under clause (i) or and (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All Unless otherwise specified in the applicable prospectus supplement, all payments made of principal and interest and other amounts payable in respect of the debt securities by the Issuer or any Guarantor under or with respect to the Notes us will be made free and clear of, and without us making any withholding of or deduction for for, or on account of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge charges of whatever nature (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer withholding or any Guarantor (as applicable) deduction of such Taxes is required to withhold or deduct taxes authorized by law or the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required In that event, we will, subject to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction from any payment made by it under or with respect to the Notescertain exceptions and limitations set forth below, the Issuer or such Guarantor (as applicable) will pay such additional amounts (“Additional Amounts”) to the holder or beneficial owner of any debt security as may be necessary so in order that every net payment of the net amount received (including Additional Amounts) by each Holder (includingprincipal of and interest on such debt security and any other amounts payable on such debt security, as applicable, the beneficial owners in respect of after any such Holder) after such withholding or deduction for Taxes imposed or levied by or on behalf of Canada or any political subdivision or taxing authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”) (and Taxes imposed or levied by a Taxing Jurisdiction on such Additional Amounts), will not be less than the amount the Holder (including, as applicable, the such holder or beneficial owners in respect of any such Holder) owner would have received if such taxes Taxes imposed or levied by or on behalf of a Taxing Jurisdiction had not been withheld or deducted; provided that no . We will not, however, be required to make any payment of Additional Amounts will be payable with respect to: (a) to any payment to a Holder holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or on account of: • any other person entitled to payments on the Note, being Taxes that would not have been so imposed but for a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection (including, without limitation, carrying on business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a Taxing Jurisdiction) between such Holder holder or beneficial owner of a debt security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder holder or beneficial owner, if such Holder holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein a Taxing Jurisdiction, other than the mere ownership, merely holding such debt security or receiving payments under with respect to such debt security; • any estate, inheritance, gift, sales, transfer or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada personal property Tax or any province or territory thereof or therein, or (iii) similar Tax with respect to a debt security; • any Tax imposed by reason of that such Holder holder or beneficial owner being of a debt security or other person entitled to payments on the debt security does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with us or is, or does not deal at arm’s length with any person who is, a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” us for purposes of the Issuer as defined thin capitalization rules in subsection 18(5) of the Income Tax ActAct (Canada); (b) • any tax Tax that is levied or collected other otherwise than by withholding from payments on or in respect of a debt security; • any Tax required to be withheld by any paying agent from any payment on a debt security, if such payment can be made without such withholding by at least one other paying agent; • any Tax that would not have been imposed but for the Notesfailure of a holder or beneficial owner of a debt security to comply with certification, identification, declaration, information or other reporting Table of Contents requirements, if such compliance is required by a Taxing Jurisdiction (including where required by statute, treaty, regulation or administrative pronouncement) as a precondition to relief or exemption from such Tax; (c) • any Note presented Tax which would not have been imposed but for payment the presentation of a debt security (where presentation is required) for payment on a date more than 30 days after the later of (i) the date on which such payment first becomes became due and payable or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notespayment thereof is duly provided for, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 dayswhichever occurs later; (d) • any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to (i) Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII or (iii) any agreement between us and Part XIX of the Tax ActUnited States or any authority thereof implementing FATCA; or (g) • any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which items listed above; nor shall Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) payment on a debt security to a holder who is a fiduciary or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest partnership or any person other amount payable under than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to any Notesuch fiduciary, a member of such mention shall be deemed partnership or such beneficial owner would not have been entitled to include mention of the payment of Additional Amounts to had such beneficiary, settlor, member or beneficial owner held its interest in the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notesdebt security directly.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor under or with respect (a) Except to the Notes will extent required by law, any and all payments of, or in respect of, any Note shall be made free and clear of, of and without withholding or deduction for or on account of, of any and all present or future taxtaxes, dutylevies, levyimposts, impostdeductions, assessment charges or withholdings and all liabilities with respect thereto imposed by Canada, the Russian Federation, Cyprus or any other governmental charge (“Taxes”) imposed or levied by or on behalf of jurisdiction with which the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer Company or any Guarantor has some connection (as applicableincluding any jurisdiction (other than the United States of America) is required to withhold from or deduct taxes by through which payments under the laws Notes or the Guarantees are made) or any political subdivision of the Relevant Taxing Jurisdiction or by the interpretation any taxing authority in any such jurisdiction ("Canadian Taxes," "Russian Taxes," "Cypriot Taxes" or administration thereof"Other Taxes," respectively). If the Issuer Company or any Guarantor is so shall be required by law to withhold or deduct any amount for Canadian Taxes, Russian Taxes, Cypriot Taxes or on account of taxes imposed Other Taxes from or levied by a Relevant Taxing Jurisdiction from any payment made by it under or with respect to the Notes, the Issuer or such Guarantor (as applicable) will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any sum payable under a Note or pursuant to a Guarantee, the sum payable by the Company or such HolderGuarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, the Holder shall receive an amount equal to the sum that it would have received had no such withholding or deduction will withholdings and deductions been made; provided that any such sum shall not be less than the amount the Holder (including, as applicable, the beneficial owners paid in respect of any such Holder) would have received if such taxes had not been withheld Canadian Taxes, Russian Taxes, Cypriot Taxes or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment Other Taxes to a Holder or (an "Excluded Holder") of a Note (i) resulting from the beneficial owner who is liable for of such taxes Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or any political subdivision thereof or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Note, being a beneficiary of the Guarantees, the receipt of any income or payments in respect of such Note (i) by reason or the Guarantees or the enforcement of such Holder Note or beneficial ownerthe Guarantees, or any other person entitled to payments on (ii) resulting from the Note, being a person with whom the Issuer Company or any Guarantor does not deal dealing at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between with such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than at the mere ownership, or receiving payments under or enforcing any rights in respect time of such Note as a non-resident payment or at the time the amount of such payment is deemed non-resident of Canada to have been paid or any province or territory thereof or therein, credited or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of that would not have been imposed but for the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment presentation (where presentation is required) of such Note for payment more than 30 180 days after the later of (i) the date on which such payment first becomes became due and payable or (ii) if was duly provided for, whichever occurs later. The Company or the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulationGuarantors, as a precondition to reduction ofapplicable, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or , and, in any Guarantor (as applicable) such case, the Company will furnish to the Holders of the Noteseach Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any taxes by it Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company or the Guarantors, as applicable. The Issuer and the Guarantors will indemnify and hold harmless Company will, upon written request of each Holder (includingother than an Excluded Holder), as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) holder as a result of payments made under or with respect to the Notes which have not been withheld or deducted any Notes, and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penaltiesCanadian Taxes, interest and expenses) arising therefrom Russian Taxes, Cypriot Taxes or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or so that the net amount received by such Holder (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect net of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable payments made under or with respect to any Notesuch Notes or the Guarantees) after such reimbursement will not be less than the net amount which the Holder would have received if Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes on such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notesreimbursement had not been imposed.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada the United States, any state thereof or Bermuda or the District of any province or territory therein or thereof Columbia, or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that PROVIDED THAT no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (CanadaINTERNAL REVENUE CODE) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such dateTaxes by reason of its being connected with the United States, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory state thereof or therein the District of such Holder Columbia, otherwise than by the mere holding of Securities or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 the receipt of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the NotesSecurities, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) and, and upon written request, will request reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawSecurities, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes imposed with respect to any reimbursement under clause (i) or (ii) above), but excluding any such taxes Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) Holders' net income. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase priceRedemption Price, interest or any other amount payable under or with respect to any NoteSecurity, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 shall 3.11 survive the termination of this the Indenture and the payment of all amounts under or with respect to the Notes.Securities. [IF SENIOR INDEBTEDNESS, INSERT --

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes this Note will be made free and clear of, and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental government charge (“Taxes”including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing JurisdictionCanadian Taxes”), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Canadian Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Canadian Taxes from any payment made by it under or with respect to the Notesthis Note as described above, the Issuer or such Guarantor (as applicable) Company will pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received (including Additional Amounts) by each the Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction (including with respect to Additional Amounts) will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Canadian Taxes had not been withheld or deducteddeducted (a similar payment will also be made to the Holder (unless it constitutes an Excluded Holder (as defined below)) that are exempt from withholding but are required to pay tax directly on amounts otherwise subject to withholding); provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an “Excluded Holder”) (i) by reason in the case of such Holder or beneficial ownera Holder, other than Pxxxxx Dodge or any other person entitled to payments on Affiliate thereof, with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s length (within the meaning for purposes of the Income Tax Act (Canada) (the “Tax Act”))) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of the existence of its failure to comply with any present certification, identification, information, documentation or former connection between other reporting requirement with which such Holder is legally entitled to comply if compliance is required by law, regulation, administrative practice or beneficial owner (an applicable treaty as a precondition to exemption from, or between a fiduciary, settlor, beneficiary, member reduction in the rate of deduction or shareholder withholding of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, Canadian Taxes or (iii) which is subject to such Canadian Taxes by reason of such Holder its carrying on business in or beneficial owner otherwise being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection connected with Canada or any province or territory thereof otherwise than by the mere holding of this Note or therein the receipt of such Holder or beneficial owner, if such compliance is required by statute or by regulationpayment hereunder. Additional Amounts will be paid in cash, as applicable, at the Stated Maturity, on any Redemption Date, on a precondition to reduction ofConversion Date, on any Change in Control Purchase Date or exemption, from such tax; (f) on any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)quarterly Interest Payment Date. The Issuer or any Guarantor (as applicable) Company will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority as and when required in accordance with applicable law. The Issuer or Company will pay all taxes, interest and other liabilities of the Company and the Holder which arise by virtue of any Guarantor (as applicable) failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders of the NotesHolder, within 30 days after the date the payment of any taxes by it Canadian Taxes is due pursuant to applicable law, certified copies evidence of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors will indemnify and hold harmless each Holder (includingFor greater certainty, as applicable, the beneficial owners in respect of this Section 4 does not apply to any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under on Common Shares (or with respect to the Notes which have not been withheld other securities) issued on conversion or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect Stated Maturity but does apply to any reimbursement under clause (i) or (ii) above, but excluding any such taxes payments made on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever this Note in the Indenture there is mentioned, in any context, the payment form of principal (Common Shares and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention upon deliveries of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination Common Shares upon a conversion of this Indenture and the payment of all amounts under Note or with respect to the Notesat Stated Maturity.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the acquisition or therein mere holding of Securities or the receipt of payments thereunder, (iii) if the Securities are presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Securities been presented on the last day of such 15-day period) or (iv) to the extent that such withholding is imposed on a payment to a Holder who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or beneficial owner, if such compliance is required by statute any law implementing or by regulation, as a precondition to reduction ofcomplying with, or exemptionintroduced in order to conform to, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)Directive. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (Upon the written request of a Holder of Securities, the Company will furnish, as applicable) will furnish soon as reasonably practicable, to the Holders such Holder of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, Securities certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, other than to the beneficial owners in respect extent the Holder is an Excluded Holder) and upon written request of any such Holder of Securities (other than to the extent the Holder is an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) such Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under any failure of the Company to withhold, deduct or with respect remit to the Notes which have not been withheld or deducted and remitted by relevant tax authority, on a timely basis, the Issuer or any Guarantor (as applicable) in accordance with full amounts required under applicable law, ; and (ii) any liability (including penalties, interest and expenses) arising therefrom such Taxes so levied or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i) or (ii) above), but excluding any so that the net amount received by such taxes Holder after such reimbursement would not be less than the net amount such Holder would have received if such Taxes on such Holder’s (includingreimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect 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, on behalf of any the Company, to pay such Holder’s) net incomeAdditional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase priceChange in Control Purchase Price, interest or any other amount payable under or with respect to any Note, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 1010 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesSecurities.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a hereinafter “Relevant Taxing JurisdictionTaxes”), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an “Excluded Holder”) (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the acquisition or therein mere holding of such Holder Securities or beneficial owner, if such compliance is required by statute the receipt of payments thereunder or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 the enforcement of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement rights with respect to FATCA the Collateral Documents, (iii) if the Securities are presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Securities been presented on the last day of such 15-day period) or (iv) to the extent that such withholding is imposed on a payment to a Holder who is an individual pursuant to European Union Directive 2004/48/EC on the taxation of savings or any similar legislation imposed by any other governmental authoritylaw implementing or complying with, includingor introduced in order to conform to, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)such Directive. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (Upon the written request of a Holder of Securities, the Company will furnish, as applicable) will furnish soon as reasonably practicable, to the Holders such Holder of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, Securities certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, other than to the beneficial owners in respect extent the Holder is an Excluded Holder) and upon written request of any such Holder of Securities (other than to the extent the Holder is an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) such Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under any failure of the Company to withhold, deduct or with respect remit to the Notes which have not been withheld or deducted and remitted by relevant tax authority, on a timely basis, the Issuer or any Guarantor (as applicable) in accordance with full amounts required under applicable law, ; and (ii) any liability (including penalties, interest and expenses) arising therefrom such Taxes so levied or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i) or (ii) above), but excluding any so that the net amount received by such taxes Xxxxxx after such reimbursement would not be less than the net amount such Holder would have received if such Taxes on such Holder’s (includingreimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect 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, on behalf of any the Company, to pay such Holder’s) net incomeAdditional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase priceChange in Control Purchase Price, interest or any other amount payable under or with respect to any Note, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 1014 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesSecurities.

Payment of Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor under or Company with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided PROVIDED, HOWEVER, that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes (an "Excluded Holder") in respect of such Note a beneficial owner (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within for the meaning purposes of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect making of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the mere holding of Securities or therein the receipt of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) Company will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority as and when required in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the NotesSecurities, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies official receipts of tax the relevant governmental authorities for all amounts deducted or withheld or if such receipts evidencing are not obtainable, other evidence of such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesCompany.

Payment of Additional Amounts. 2.19.1 All payments made by the Issuer or any Guarantor Company under or with respect to the Notes will Debentures shall be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”"TAXES"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesDebentures as described above, the Issuer or such Guarantor (as applicable) Company will pay as additional interest such additional amounts (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary so that every net payment of any amounts due under the net amount received Debentures (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect after withholding or deduction for or on account of any such Holder) after such withholding or deduction Taxes will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) holder would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to the payment made to a Holder or beneficial owner who is liable for such taxes holder (an "EXCLUDED HOLDER") in respect of such Note the beneficial owner thereof (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the mere holding of the Debentures or therein the receipt of such Holder payment thereunder, or beneficial owner, if such compliance is required by statute or by regulation, (iii) which fails to comply with any administrative requirements necessary as a precondition to reduction of, or exemption, exemption from such tax; (f) any (i) Canadian withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)taxes. The Issuer or any Guarantor (as applicable) Company will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders Trustee on behalf of the Notesholders of the Debentures, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing or other satisfactory evidence of any such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed which have not been withheld or deducted and remitted by the Company and which have been paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) holder as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawDebentures, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect theretothereto or from the failure to make such payment, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes imposed with respect to any reimbursement under clause (i) or (ii) above), but excluding any such taxes Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) holder's net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All payments made by that the Issuer or any Guarantor makes under or with respect to the Notes and that any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) Taxes imposed or levied by or on behalf of the government of Canada or Bermuda any other jurisdiction (i) in which the Issuer or of any province Guarantor is incorporated, organized or territory therein otherwise resident or thereof doing business for tax purposes or by (ii) from or through which the Issuer or any Guarantor or their paying agents makes any payment under or with respect to the Notes or any Note Guarantee, or by, in each case, any political subdivision or taxing authority or agency thereof or therein or thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer withholding or any Guarantor (as applicable) deduction is then required to withhold or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereoflaw. If the Issuer or any Guarantor or any other applicable withholding agent is so required to withhold or deduct any amount for or on account of taxes Taxes imposed or levied by a Relevant Taxing Jurisdiction from in respect of any payment made by it under or with respect to the NotesNotes or any Note Guarantee, the Issuer or such Guarantor (Guarantor, as applicable) the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received (including Additional Amounts) by each Holder (including, as applicable, beneficial owner of the beneficial owners in respect of any such Holder) Notes after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will be not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) owner would have received if such taxes Taxes had not been required to be withheld or deducted; provided that no . Neither the Issuer nor any Guarantor will, however, pay Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes of Notes in respect or on account of: · any Tax that would not have been imposed or levied by a Relevant Taxing Jurisdiction, but for the Holder’s or beneficial owner’s present or former connection with such Relevant Taxing Jurisdiction (other than any connection arising solely from the acquisition, ownership or disposition of the Notes, the receipt of payments under or with respect to such Notes or a Note (i) Guarantee or the exercise or enforcement of rights under or with respect to the Notes or any Note Guarantee); · any Tax imposed by reason of such Holder or a Holder, beneficial owner, owner or any other person entitled to payments on the Note, recipient of a payment being a person Person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning for purposes of the Income Tax Act (Canada) (the “); · any Tax Act”)), (ii) that is imposed or withheld by reason of the existence failure of any present the Holder or former connection between such beneficial owner of Notes, following the Issuer’s written request addressed to the Holder or beneficial owner (or between and made at a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such time that would enable the Holder or beneficial ownerowner acting reasonably to comply with that request, if such and in all events at least 30 calendar days before the relevant date on which payment under or with respect to the Notes or any Note Guarantee is due and payable) to comply with any certification or identification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is an estatenot resident in the Relevant Taxing Jurisdiction), trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights but in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except each case only to the extent that the Holder of or beneficial owner, as the Notes would have been entitled case may be, is legally eligible to provide such Additional Amounts on presentation of the same for payment on the last day of such period of 30 dayscertification; (d) · any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration transfer or similar reporting requirements concerning the nationality, residence, identity Taxes; · any Tax imposed on or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA any payment by the Issuer or any similar legislation a Guarantor to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed by any on such payment had the beneficiary, partner or other governmental authoritybeneficial owner directly held the Note, includingprovided that there is no material cost or material commercial or legal restriction to transferring the Notes to the beneficiary, for greater certainty, Part XVIII partner or other beneficial owner and Part XIX only to the extent such Tax is imposed more than 90 days after the Issuer notifies such Holder of the imposition of such Tax Actand requests the Holder to make such a transfer; or (g) · any combination Tax that is imposed or levied by reason of the foregoing clauses presentation (awhere presentation is required in order to receive payment) of the Notes 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 is later, except to (f)the extent that the beneficial owner or Holder thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30 day period. The Issuer or any Guarantor and each Guarantor, if they are the applicable withholding agents, will (as applicable) will also (1i) make such withholding or deduction required by applicable law and (2ii) remit the full amount deducted or withheld by it to the relevant taxing authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish Where Tax is payable pursuant to the Holders Regulation 803 of the Notes, within 30 days after Income Tax Act (Canada) by a Holder or beneficial owner of the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners Notes in respect of any such Holder) and, upon written request, will reimburse each such amount payable under the Notes to the Holder (includingother than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes of such Act), as applicable, the beneficial owners but no Additional Amount is paid in respect of any such Holder) Tax, the Issuer will pay to the Holder an amount equal to such Tax within 45 days after receiving from the Holder a notice containing reasonable particulars of the Tax so payable, provided such Holder or beneficial owner would have been entitled to receive Additional Amounts on account of such Tax but for the amount of (i) any taxes (other fact that it is payable otherwise than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied by deduction or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of withholding from payments made under or with respect to the Notes. At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer and any Guarantor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which have payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information (other than the identities of Holders and beneficial owners) necessary to enable the Trustee or paying agent, as the case may be, to pay such Additional Amounts to holders and beneficial owners on the relevant payment date. The Issuer will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing payment of such Additional Amounts. The Issuer or the relevant Guarantor will take reasonable efforts to furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing the payment by the Issuer or such Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction. If, notwithstanding the reasonable efforts of the Issuer or such Guarantor to obtain such receipts, the same are not been withheld obtainable, then the Issuer or deducted such Guarantor will provide such Holder with other evidence reasonably satisfactory to the Holder of such payment by the Issuer or such Guarantor. In addition, the Issuer and remitted the Guarantors will pay any present or future stamp, issue, registration, court documentation, excise or property Taxes or other similar Taxes imposed by any Relevant Taxing Jurisdiction in respect of any payment under or with respect to the Notes or any Note Guarantee, the execution, issue, delivery or registration of the Notes, any Note Guarantee or the Indenture or any other document or instrument referred to thereunder and any such Taxes imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes, such Note Guarantee or the Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the Notes. The preceding provisions will survive any termination, defeasance or discharge contained in this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Issuer or any Guarantor is organized, incorporated or otherwise resident or doing business for tax purposes or any jurisdiction from or through which such person (as applicableor its paying agent) in accordance with applicable law, (ii) makes any liability (including penalties, interest and expenses) arising therefrom payment under or with respect theretoto the Notes or any Note Guarantee, and (iii) in each case any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) political subdivision or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net incometaxing authority or agency thereof or therein. Whenever in the this Indenture there is mentionedrefers to, in any context, the payment of principal (and principal, premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to the Notes (including payments thereof made pursuant to any NoteNote Guarantee), such mention shall be deemed to include mention of reference includes the payment of Additional Amounts to the extent thatAmounts, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notesif applicable.

Payment of Additional Amounts. All The Company shall make all payments made by the Issuer of principal, premium, if any, interest and any other amounts on, or any Guarantor under or with in respect to of, the Notes will be made free and clear of, and without withholding or deduction for at source for, or on account of, any present or future taxtaxes, dutyfees, levyduties, impost, assessment assessments or other governmental charge (“Taxes”) charges of whatever nature imposed or levied with respect to payments made by Allied World Assurance Company Holdings, Ltd by or on behalf of the government of Canada or Bermuda or any other jurisdiction in which the Company is organized or otherwise considered to be a resident for tax purposes or any other jurisdiction from which or through which a payment on the Notes is made by Allied World Assurance Company Holdings, Ltd (a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted at source by (a) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (b) an official position regarding the application, administration, interpretation or enforcement of any province such laws, regulations or territory therein or thereof rulings (including, without limitation, a holding by a court of competent jurisdiction or by any a taxing authority or agency therein or thereof having power to tax (in a “Relevant Taxing Jurisdiction”), unless the Issuer taxing jurisdiction or any Guarantor (as applicable) is required to withhold or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration political subdivision thereof). If a withholding or deduction at source is required, the Issuer or any Guarantor is so required Company shall, subject to withhold or deduct any amount for or on account certain limitations and exceptions described below, pay to the recipient of taxes imposed or levied by a Relevant Taxing Jurisdiction from any payment made by it under or with respect to described in the Notes, the Issuer or such Guarantor (as applicable) will pay such additional amounts (“Additional Amounts”) preceding sentence as may be necessary so that every net payment of principal, premium, if any, interest or Additional Amounts, if any, or any other amount made to such person, after the net amount received withholding or deduction (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction from such Additional Amounts), will not be less than the amount the Holder (including, as applicable, the beneficial owners provided for in respect of such Note or in this Indenture to be then due and payable. The Company shall not be required to pay any such Holder) would have received if such taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder for or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder account of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.:

Payment of Additional Amounts. (a) All payments made by or on behalf of the Issuer Company under or with respect to the Notes, or by or on behalf of any Guarantor under or with respect to the Notes will any Guarantee (each such Person, a “Payor”) shall be made free and clear of, and without of any withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature, including any related interest, penalties or additions to tax (collectively, “TaxesTax”) imposed or levied by or on behalf of the government of Canada any jurisdiction in which any Payor is organized, resident or Bermuda doing business for tax purposes or from or through which any Payor or its agents makes any payment under or with respect to any Notes or Guarantee or any department or political subdivision of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax of the foregoing (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) an applicable withholding agent is required to withhold or deduct taxes any such Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Issuer or any Guarantor an applicable withholding agent is so required to withhold or deduct any amount for or on account of taxes imposed or levied by any Taxes of a Relevant Taxing Jurisdiction from in respect of any payment made by it under or with respect to the Notesany Notes or Guarantee, the Issuer or such Guarantor (as applicable) will Payor, subject to the exceptions listed below, shall pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount received (including Additional Amounts) by each Holder (including, as applicable, beneficial owner of the beneficial owners in respect of any such Holder) Notes after such withholding or deduction will (including withholding or deduction attributable to Additional Amounts payable hereunder) shall not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) owner would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay as interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the acquisition or therein mere holding of such Holder Securities or beneficial owner, if such compliance is required by statute the receipt of payments thereunder or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 the enforcement of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement rights with respect to FATCA the Collateral Documents, (iii) if the Securities are presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Securities been presented on the last day of such 15-day period) or (iv) to the extent that such withholding is imposed on a payment to a Holder who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any similar legislation imposed by any other governmental authoritylaw implementing or complying with, includingor introduced in order to conform to, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)such Directive. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (Upon the written request of a Holder of Securities, the Company will furnish, as applicable) will furnish soon as reasonably practicable, to the Holders such Holder of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, Securities certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, other than to the beneficial owners in respect extent the Holder is an Excluded Holder) and upon written request of any such Holder of Securities (other than to the extent the Holder is an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) such Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under any failure of the Company to withhold, deduct or with respect remit to the Notes which have not been withheld or deducted and remitted by relevant tax authority, on a timely basis, the Issuer or any Guarantor (as applicable) in accordance with full amounts required under applicable law, ; and (ii) any liability (including penalties, interest and expenses) arising therefrom such Taxes so levied or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i) or (ii) above), but excluding any so that the net amount received by such taxes Xxxxxx after such reimbursement would not be less than the net amount such Holder would have received if such Taxes on such Holder’s (includingreimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect 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, on behalf of any the Company, to pay such Holder’s) net incomeAdditional Amounts to Holders on the payment date. Whenever in the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase priceChange in Control Purchase Price, interest or any other amount payable under or with respect to any Note, 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 thereofthereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 1014 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesSecurities.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction Canadian law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) will Company shall pay to each Holder of Securities on the date of the required payment such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes had not been withheld or deducted; , provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an “Excluded Holder”) (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the mere holding of the Securities or therein the receipt of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any payments thereunder. The Company shall also (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with the applicable law. The Issuer or any Guarantor (as applicable) will Company shall furnish to the Holders of Securities that are Outstanding on the Notes, date of the required payment within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made by itthe Company. The Issuer and the Guarantors will Company shall indemnify and hold harmless each Holder on the date of the required payment (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) and, and upon written request, will request reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or of with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawOutstanding Notes, (ii) any liability (including penalties, interest and expensesexpense) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) 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 Securities is due and payable, but excluding any if the Company becomes obligated to pay Additional Amounts with respect to such taxes on such Holder’s (including, as applicablepayment, the beneficial owners in respect of any Company shall deliver to the Trustee an Officers’ Certificate stating the fact that such Holder’s) net incomeAdditional 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 the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest (including Defaulted Interest) or any other amount payable under on or with respect to any Noteof the Securities, 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 thereofthereof 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 and the Guarantors Company under this Section 2.14 1007 shall survive the termination of this Indenture and the payment of all amounts under or with respect to this Indenture and the NotesSecurities.

Payment of Additional Amounts. (a) All payments made by or on behalf of any Note Guarantor, other than a Note Guarantor organized in the Issuer United States, any state thereof or any Guarantor the District of Columbia, under or with respect to the Notes any Note Guarantee (each such Person, a “Payor”) will be made free and clear of, and without of any withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature (collectively, “TaxesTax”) imposed or levied by or on behalf of the government of Canada any jurisdiction in which such Payor is organized, resident or Bermuda carrying on business for tax purposes or from or through which such Payor makes any payment on its Note Guarantee or any department or political subdivision of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax of the foregoing (each, a “Relevant Taxing Jurisdiction”), unless the Issuer Payor (or any Guarantor (as applicablean applicable withholding agent) is required to withhold or deduct taxes Taxes by law. For the laws avoidance of the doubt, a Relevant Taxing Jurisdiction shall not include the United States, any state thereof or by the interpretation or administration thereofDistrict of Columbia. If the Issuer Payor (or any Guarantor an applicable withholding agent) is so required by law to withhold or deduct any amount for or on account of taxes imposed or levied by Taxes of a Relevant Taxing Jurisdiction from any payment made by it under or with respect to the Notesany Note Guarantee, the Issuer or such Guarantor (as applicable) 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 (including Additional Amounts) by each Holder (including, as applicable, or beneficial owner of the beneficial owners in respect of any such Holder) Notes after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder (including, as applicable, the or beneficial owners in respect of any such Holder) owner would have received if such taxes Taxes had not been required to be so withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesNotes and the Notes are not redeemed in accordance with the provisions of Section 208 of this Fourth Supplemental Indenture, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes in respect of such Note (an "Excluded Holder") (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which making such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the mere holding of Notes or therein the receipt of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) Company will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such other than an Excluded Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes so levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) Company in accordance with applicable lawlaw and which have been paid by such Holder in respect of payments made under or with respect to the Notes, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, thereto or from the failure to make such payment and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) Taxes imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes Taxes on such Holder’s (including's net income. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, as applicableif the Company will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect of any Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders (other than an Excluded Holder’s) net incomeon the payment date. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amountRedemption Price, purchase pricePurchase Price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 210 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofthereof pursuant to the provisions of this Section 210 and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 210 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor the Company under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor the Company (as applicable) is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor the Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesNotes and the Notes are not redeemed in accordance with the provisions described in Section 2.6.2 of this First Supplemental Indenture, the Issuer or such Guarantor the Company (as applicable) will pay such additional amounts (hereinafter “Additional Amounts”) as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes Taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax Tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar taxTax; (e) any tax Tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such taxTax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax Tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor the Company (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor the Company (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes Taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors Company will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes Taxes (other than any taxes Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor the Company (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes Taxes (other than any taxes Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or Company (as applicable) will be obligated to pay Additional Amounts with respect to such payment, the Issuer or the Company (as applicable) will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in the Indenture there is mentioned, in any context, the payment by the Issuer or the Company (as applicable) of principal (and premium, if any), redemption amountRedemption Price, purchase pricePurchase Price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable by the Issuer or the Company (as applicable) in respect thereofthereof pursuant to the provisions of this Section 2.13 and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Issuer and the Guarantors Company under this Section 2.14 2.13 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor under or Company with respect to the Notes Securities will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the government Government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a hereinafter “Relevant Taxing JurisdictionTaxes”), unless the Issuer or any Guarantor (as applicable) Company is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Issuer or any Guarantor Company is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesSecurities, the Issuer or such Guarantor (as applicable) Company will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided provided, however, that no Additional Amounts will be payable with respect to: (a) any to a payment made to a Holder or beneficial owner who is liable for such taxes (an “Excluded Holder”) in respect of such Note a beneficial owner (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on with which the Note, being a person with whom the Issuer or any Guarantor Company does not deal at arm’s length (within for the meaning purposes of the Income Tax Act (Canada)) (at the “Tax Act”)), (ii) by reason time of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect making of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior which is subject to such date, the date on which the full amount Taxes by reason of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection its being connected with Canada or any province or territory thereof otherwise than by the mere holding of Securities or therein the receipt of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)payments thereunder. The Issuer or any Guarantor (as applicable) Company will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority as and when required in accordance with applicable law. The Issuer or any Guarantor (as applicable) Company will furnish to the Holders of the NotesSecurities, within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies official receipts of tax the relevant governmental authorities for all amounts deducted or withheld or if such receipts evidencing are not obtainable, other evidence of such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the NotesCompany.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor Company under or with respect to the Notes Notes, or by any Guarantor in respect of its Guarantee will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (“Taxes”) imposed or levied by or on behalf of the government of Canada or Bermuda or of any province or territory therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer Company or any such Guarantor (as applicable) is required to withhold or deduct taxes by Taxes under the laws law of the Relevant any Taxing Jurisdiction or by the interpretation or administration thereof. If the Issuer Company or any Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the NotesNotes or the Guarantees, the Issuer Company or such Guarantor (as applicable) will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction (including any withholding or deduction in respect of Additional Amounts) will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: to a payment made to a Holder (an "Excluded Holder") (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer Company or any such Guarantor does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) (at the “Tax Act”))time of making such payment, (iib) who is subject to the Taxes in question by reason of its being connected with the existence jurisdiction imposing such Taxes otherwise than by the mere acquisition or holding of any present the Notes or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder ofthe receipt of payments thereunder, or possessor the enforcement of power overits rights thereunder, such Holder or beneficial owner(c) who, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and where the Taxes in question are imposed by Canada or any other province or territory thereof thereunder, is subject to such Tax because the Holder is or therein other than the mere ownership, or receiving payments under or enforcing any rights is deemed to be resident in respect of such Note as a non-resident or deemed non-resident of Canada or any province uses or territory thereof holds or therein, is deemed or (iii) by reason of such Holder considered to use or beneficial owner being a “specified shareholder” hold the Notes in carrying on business in Canada for purposes of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Income Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or Company and any Guarantor (as applicable) Guarantors will also (1i) make such withholding or deduction and (2ii) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or Company and any Guarantor (as applicable) Guarantors will furnish to the Holders (other than Excluded Holders) of Notes that are outstanding on the date of the Noteswithholding or deduction, within 30 days after the date of the payment of any taxes by it is Taxes due pursuant to applicable law, certified copies of tax receipts evidencing such payment by itthe Company or such Guarantor. The Issuer Company and the any Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) andwill, upon written requestrequest of any Holder (other than an Excluded Holder), will reimburse each such Holder (includingHolder, as applicable, the beneficial owners in respect of any such Holder) for the amount of (iA) any taxes (other than any taxes for such Taxes so required to be withheld or deducted which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) are levied or imposed on and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted the Guarantees; and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (iiB) any liability (including penalties, interest and expenses) arising therefrom such Taxes so levied or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (iA) or so that the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes described in subclauses (iiA) aboveand (B) of this paragraph had not been imposed, but excluding any such taxes Taxes on such Holder’s (including's net income generally. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, as applicableif the Company or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect of any Company or such Holder’s) net incomeGuarantor will 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 the this Indenture there is mentioned, in any context, the payment of principal (and principal, premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations Company or any Guarantor will 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 the Issuer and the Guarantors under this Section 2.14 shall survive the termination of Notes, this Indenture and the payment of all amounts under or with respect to the Notesany related document ("Documentary Taxes").

Payment of Additional Amounts. All payments made by the Issuer Company or any Guarantor under on its behalf or a successor thereto (each, a “Payor”) under, or with respect to to, the Notes will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If, at any time, any deduction or withholding for, or on account of, any Taxes imposed, established, levied, collected or assessed by or on behalf of (1) imposed Argentina or levied any political subdivision or Governmental Authority thereof or therein having the power to tax, (2) any jurisdiction from or through which payment on the Notes is made by or on behalf of the government of Canada Payor, or Bermuda any political subdivision or Governmental Authority thereof or therein having the power to tax, (3) any other jurisdiction in which a Payor is organized, engaged in business or otherwise resident for tax purposes, or any political subdivision or Governmental Authority thereof or therein having the power to tax or (4) following the consummation of any province transaction described under Section 8.1, the jurisdiction under the laws of which the Company or territory therein the surviving entity thereof, as the case may be, is organized (or, in each case, any political subdivision or authority thereof or by any authority or agency therein or thereof therein) having power to tax (each of clause (1), (2), (3) and (4), a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) is will be required to withhold or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction from any payment payments made by it under or with respect to the Notes, including payments of principal, premium, if any, redemption price or interest, the Issuer or such Guarantor (as applicable) Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary so in order that the net amount amounts received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect Holders of any such Holder) the Notes after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners including any such deduction or withholding from such Additional Amounts) in respect of any such Holder) Taxes shall equal the respective amounts which would have received if been receivable by each Holder in respect of such taxes had not been withheld payments in the absence of such withholding or deducteddeduction; provided that no such Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.:

Payment of Additional Amounts. All (a) Any and all payments made by the Issuer Company hereunder or under the Convertible Notes to any Guarantor under or with respect to the Notes will Purchaser and each "qualified assignee" thereof shall be made free and clear of, of and without deduction or withholding or deduction for or on account of, any and all present or future taxtaxes, dutylevies, levyimposts, impostdeductions, assessment charges or other governmental charge withholdings, and all liabilities with respect thereto (“all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes”") imposed unless such Taxes are required by law or levied the administration thereof to be deducted or withheld. If the Company shall be required by law or on behalf of the government of Canada administration thereof to deduct or Bermuda withhold any Taxes from or in respect of any province or territory therein or thereof or by any authority or agency therein or thereof having power sum payable under the Convertible Notes (i) the holders of Convertible Notes subject to tax such Taxes shall have the right, but not the obligation, for a period of thirty (a “Relevant Taxing Jurisdiction”), unless 30) days commencing upon the Issuer or any Guarantor (as applicable) day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct taxes by the laws any portion of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required Convertible Notes to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction from any payment made by it under or with respect qualified assignee to the Notes, extent such transfer can be effected in accordance with the Issuer or such Guarantor (as applicable) will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect other provisions of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes had not been withheld or deductedthis Agreement and applicable law; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of the existence of any present Company shall make such deductions or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) withholdings; and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such tax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit Company shall forthwith pay the full amount deducted or withheld by it to the relevant taxation or other authority in accordance with applicable law. The Issuer 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 Guarantor political subdivision thereof and that (as applicabley) will furnish represents and warrants to the Holders each of the Notes, within 30 days after Company that payments of the Company to such assignee under the laws in existence on the date the payment of any taxes by it is due pursuant to applicable law-------------------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT - Page 17 (Take-Two Interactive Software, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such HolderInc.) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes (other than any taxes for which Additional Amounts this Agreement would not be payable pursuant subject to clauses any Taxes and (az) through (g) above) levied or imposed and paid by such Holder (includingfrom time to time, as applicableand when requested by the Company, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect executes and delivers to the Notes which have not been withheld or deducted Company and remitted by the Issuer or Internal Revenue Service forms, and provides the Company with any Guarantor (as applicable) in accordance with information necessary to establish such assignee's continued exemption from Taxes under applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of Canada or Canada, Bermuda or of any province province, territory or territory jurisdiction thereof or therein or thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) is required to withhold or deduct taxes Taxes by the laws of the Relevant Taxing Jurisdiction law or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction Taxes from any payment made by it under or with respect to the Notes, the Issuer or such Guarantor (as applicable) will pay such additional amounts (hereinafter “Additional Amounts”) in respect of each such payment as may be necessary so that the net amount received (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes Taxes in respect of such Note (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), ) or (ii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein the Relevant Taxing Jurisdiction other than the mere ownership, or receiving payments under or enforcing any rights in respect of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax ActNote; (b) any tax Tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder or beneficial owner of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar taxTax; (e) any tax Tax imposed as a result of the failure of a Holder or beneficial owner to comply with certification, identification, declaration declaration, filing or similar reporting requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof or therein the Relevant Taxing Jurisdiction of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such taxTax; (f) any (i) withholding or deduction imposed pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. The Issuer or any Guarantor (as applicable) will furnish to the Holders of the Notes, within 30 days after the date the payment of any taxes Taxes by it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by it. The Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes Taxes (other than any taxes Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable law, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any taxes Taxes (other than any taxes Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under clause (i) or (ii) above, but excluding any such taxes Taxes on such Holder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Issuer and the Guarantors under this Section 2.14 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Notes.

Payment of Additional Amounts. All payments made by the Issuer or any Guarantor under or with in respect to of the Notes and the Indenture and by the Guarantor in respect of the Guarantee and the Indenture will be made free and clear of, of and without deduction or withholding or deduction for or on account of, of any present or future taxtaxes, dutyduties, levyassessments, impost, assessment fees or other governmental charge charges (“"Taxes”") imposed or levied by or on behalf of Luxembourg, the government of Canada Russian Federation, any jurisdiction from or Bermuda through which a payment is made or of any province political subdivision or territory therein or taxing authority thereof or by any authority or agency therein or thereof having power to tax (each, a “Relevant "Taxing Jurisdiction”"), unless the Issuer such withholding or any Guarantor (as applicable) deduction is required to withhold or deduct taxes by the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereoflaw. If the Issuer or any Guarantor is so required to withhold make any withholding or deduct any amount deduction for or on account of taxes imposed or levied by a Relevant Taxing Jurisdiction any Taxes from any payment made by it under or with respect to the Notes, or if the Guarantor is required to make any withholding or deduction for or on account of any Taxes imposed by a Taxing Jurisdiction from any payment made under or with respect to the Guarantee, the Issuer or such Guarantor (as applicable) will pay (or, in respect of the Guarantee, the Guarantor will pay) as additional interest to any Holder of the Notes such additional amounts (“the "Additional Amounts”") as may be necessary so in order that every net payment made by the net amount received (including Additional Amounts) Issuer on such Note or by each Holder (including, as applicable, the beneficial owners in respect Guarantor on the Guarantee after deduction or withholding for or on account of any such Holder) after such withholding or deduction Taxes will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received if such taxes had not been withheld or deducted; provided that no Additional Amounts will be then due and payable with respect to: (a) any payment to a Holder or beneficial owner who is liable for such taxes in respect of on such Note or the Guarantee. The foregoing obligation to pay Additional Amounts, however, will not apply to any (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Note, being a person with whom the Issuer or any Guarantor does Taxes that would not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)), (ii) by reason of have been imposed but for the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) the Notes and Canada or any province or territory thereof or therein Taxing Jurisdiction other than the mere ownershipreceipt of such payment or the ownership or holding of such Note, or receiving payments under or enforcing any rights in respect (ii) Taxes that would not have been imposed but for the presentation by the Holder of such Note as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein, or (iii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Tax Act; (b) any tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) on a date more than 30 days after the later of (i) the date on which such payment first becomes became due and payable or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such date, the date on which payment thereof is duly provided for, whichever occurs later, (iii) Taxes required to be deducted or withheld by any Paying Agent from a payment on a Note or the full amount of Guarantee, if such monies has been paid to the Holders of the Notespayment can be made without deduction or withholding by any other Paying Agent, except to the extent (iv) Taxes that the Holder of the Notes would not have been entitled to such Additional Amounts on presentation of the same imposed but for payment on the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar tax; (e) any tax imposed as a result of the failure of a the Holder or beneficial owner to comply with the Issuer's written request addressed to the Holder at least 60 days prior to the relevant payment to provide information with respect to any reasonable certification, identificationdocumentation, declaration information or similar other reporting requirements requirement concerning the nationality, residence, identity or connection with Canada the Taxing Jurisdiction of the Holder of such Note, (v) Taxes imposed on a payment to an individual that are required to be made pursuant to European Union Directive 2003/48/EC or any province other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or territory thereof any law implementing or therein of such Holder or beneficial owner, if such compliance is required by statute or by regulation, as a precondition to reduction ofcomplying with, or exemptionintroduced in order to conform to, from such Directive and (vi) estate, inheritance, gift, sale or excise tax; (f) any (i) withholding or deduction imposed pursuant . The Guarantee also applies to Sections 1471 to 1474 of Additional Amounts payable by the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority, or (ii) tax or penalty arising from the Holder’s or beneficial owner’s failure to properly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f)Issuer. The Issuer or the Guarantor, as the case may be, shall make any Guarantor (as applicable) will also (1) make such withholding or deduction for or on account of Taxes and (2) shall remit the full amount deducted or withheld by it to the relevant authority in accordance with the applicable law. The Issuer or any Guarantor (the Guarantor, as applicable) will the case may be, shall furnish to the Holders of Notes that are outstanding on the Notes, date of the required payment within 30 days after the date the payment of any taxes by it Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made by itthe Issuer or the Guarantor, as the case may be. The Issuer and the Guarantors will Guarantor shall indemnify and hold harmless each Holder (including, as applicable, on the beneficial owners in respect date of the required payment of any such Holder) and, Taxes and upon written request, will request reimburse each such Holder (including, as applicable, the beneficial owners in respect of any such Holder) for the amount of (i) any taxes Taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) abovenet income taxes) levied or imposed on and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the outstanding Notes which have not been withheld or deducted and remitted by the Issuer or any Guarantor (as applicable) in accordance with applicable lawGuarantee, (ii) any liability (other than any liability relating to any net income taxes) (including penalties, interest and expensesexpense) arising therefrom or with respect thereto, and (iii) any taxes (other than any taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) 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 Notes or the Guarantee is due and payable, but excluding any such taxes on such Holder’s (includingif the Issuer or the Guarantor, as applicablethe case may be, becomes obligated to pay Additional Amounts with respect to such payment, the beneficial owners in respect Issuer or the Guarantor, as the case may be, shall deliver to the Trustee (and each Paying Agent other than the Trustee) an Officer's Certificate certifying that the Issuer will make a withholding or deduction for or on account of any Taxes and remit the same to the relevant authority, attesting to the fact that such Holder’s) net incomeAdditional Amounts will be payable and the amounts so payable, and setting 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 the this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase priceprincipal, interest (including Defaulted Interest) or any other amount payable under on or with respect to any Noteof the Notes or the Guarantee, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in this Clause 4.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofthereof pursuant to the provisions of this Clause 4.11, and express mention of the payment of Additional Amounts in certain provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. The Issuer and the Guarantor, jointly and severally, hereby covenant to indemnify the Trustee (and each other Paying Agent) (which shall include their respective directors, officers, employees and agents) for, and to hold it harmless against any loss, liability or reasonable expenses incurred without gross negligence, bad faith or wilful misconduct on such Person's part, arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Clause 4.11 or the failure of the Trustee (or other Paying Agent) for any reason (other than its own gross negligence, bad faith or wilful misconduct) to receive on a timely basis such Officer's Certificate. The obligations of the Issuer and the Guarantors Guarantor under this Section 2.14 Clause 4.11 shall survive the resignation or removal of the Trustee or any Paying Agent, the termination of this the Indenture and the payment of all amounts under or with respect to this Indenture, the NotesNotes and the Guarantee.