Common use of Payment of Additional Amounts Clause in Contracts

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and the Guarantees, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. Unless otherwise required by Bermudan lawprovided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, neither the Company nor any Guarantor Issuer will deduct or withhold from payments made with respect pay to the Securities Holder of any Security such additional amounts as may be necessary in order that every net payment of the principal of (and the Guaranteespremium, if any, on) and interest, if any, and Deferred Interest, if any, on any such Security after deduction or other withholding for or on account of any present or future Taxes. In tax, assessment, duty or other governmental charge of any nature whatsoever imposed, levied or collected by or on behalf of the event that either the Company United Kingdom or any Guarantor is required political subdivision or taxing authority thereof or therein having power to withhold or deduct tax, will not be less than the amount provided for in any such Security to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts will not apply on account of any Taxes due tax, assessment, duty or other governmental charge which is payable: (1) otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any such Security; or (2) by reason of such Holder having, or having had, some personal or business connection with the United Kingdom and not merely by reason of the fact that payments are, or for the purposes of taxation are deemed to be, from sources in, or secured in the United Kingdom; or (3) except in the case of the winding up of the Issuer in England, where the relevant Security is presented for payment made under or with respect in the United Kingdom; or (4) where the relevant Security is presented for payment more than 30 days after the Relevant Date (as defined below) except to the Securities or any Guarantees, as extent that the case may be, the Company or such Guarantor, as the case may be, will pay relevant Holder would have been entitled to such additional amounts on presenting the Security for payment on such thirtieth day; or (“Additional Amounts”5) as may be necessary so that the net amount received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment to an individual, where the deduction or withholding is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the meeting of the European Council of Economics and Finance Ministers of November 26-27, 2000 (or any supplemental ECOFIN meeting relating to such directive) or any law implementing or complying with, or introduced in order to conform to, such Directive; or (6) on a Security presented for payment by a Holder to the extent: (a) that any Taxes who would not have been so imposed but for able to avoid such deduction or withholding by presenting the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt relevant Security to another paying agent in a Member State of the payment, acquisition, ownership European Union or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indentureelsewhere; or (b7) of by reason by any estate, excise, inheritance, gift, sales, transfer transfer, wealth or personal property Taxes imposed with respect to the Securities tax or any other Taxes payable other than by withholding similar assessment or deduction, except governmental charge; or (8) as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation a result of the Securities, where presentation is required, for payment on failure of a date more than 30 days after the date on which the payment became due and payable Holder to satisfy any statutory requirements or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: ; or (i9) the making by reason of the declaration a change in law or claim is required or imposed by statute, treaty, regulation, ruling or administrative official practice of the any relevant taxing authority that becomes effective more than 30 days after the Relevant Date (as a precondition defined below) for payment of principal (or premium, if any) or interest or Deferred Interest, if any, in respect of such Security; or (10) owing to an exemption from, or reduction in, any combination of clauses (1) through (9) above (provided that such provision is applicable to the relevant Taxes; and (ii) at least 60 days prior to the first payment series of Securities in accordance with this Subordinated Indenture). No additional amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security. For the purposes hereof the “Relevant Date” means the date on which the Company payment of principal of (or such Guarantor shall apply this clause (d)premium, the Company if any, on) or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration interest or claim. The Company Deferred Interest, if any, on any Security first becomes due and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit payable but, if the full amount of Taxes deducted or withheld to the monies payable on such date has not been received by the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts Paying Agent or as it shall have directed on or prior to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In additiondate, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or “Relevant Date” means the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) monies shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts have been so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment datereceived. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of and (or premium, if any, Additional Amounts, if any, on) or interest or Deferred Interest (including defaulted interestor, with respect to the Perpetual Subordinated Capital Securities, any other payments), if any, or on any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts additional amounts provided for in the terms of such Securities and this Section 3.07 to the extent that, in such context, Additional Amounts additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts additional amounts (if applicable) in those any provisions hereof shall not be construed as excluding Additional Amounts additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts as contemplated by Section 3.01(21), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest and Deferred Interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer will furnish the Subordinated Trustee for that series of Securities with an Officers’ Certificate instructing such Subordinated Trustee whether such payment of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge as referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer will pay to the Subordinated Trustee for such series of Securities such additional amounts as may be required pursuant to the terms applicable to such series. The Issuer covenants to indemnify the Subordinated Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, willful default or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.07 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer shall survive payment of all of the Securities, the satisfaction and discharge of this Subordinated Indenture, and the resignation or removal of the Subordinated Trustee or any Paying Agent for such series of Securities. The Issuer hereby undertakes that, if any withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the proposal agreed by the European Council of the Economic and Finance Ministers (if applicable)“ECOFIN”) on January 21, 2003 or any law implementing or complying with, or introduced in order to conform to, any such Directive, it will ensure that it maintains a paying agent with a specific office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings income implementing those proposals or any such law; provided, that under no circumstances shall the Issuer be obliged to maintain a paying agent with a specified office in such member state unless at least one member state of the European Union does not require a paying agent making payments through a specified office in that member state to so withhold or deduct tax.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawThe Issuers will, neither the Company nor any Guarantor will deduct or withhold from payments made with respect subject to the Securities limitations and the Guaranteesexceptions set forth below, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required pay to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or each Holder such Guarantor, as the case may be, will pay such additional amounts (“the "Additional Amounts”") as may be necessary so in order that the every net amount received by each Holder payment or deemed payment of Securities will equal the amount that the Holder would have received (i) principal, premium, Liquidated Damages and interest, if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable any, with respect to a payment made Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to a Holder to tax, will result in the extent: (a) receipt by the Holders of the amounts that any Taxes would not have been so imposed but for the existence received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any present or former connection between the Holder and BermudaNote for: (1) any tax, other than the mere receipt of the paymentduty, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anyassessment, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge which would not have been imposed but for the presentation fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of the Securitiespayment under, where presentation is required, such Note; (b) presented such Note for payment on a date in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts if it had the Securities been presented such Note for payment on any date during day within such 30-day period; period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (d3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the Holder beneficial owner would not be liable or subject have been entitled to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to had the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to beneficial owner directly held the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).Note; or

Payment of Additional Amounts. Unless otherwise required provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, all payments of principal and interest by Bermudan lawor on behalf of the Issuer or the Guarantor in respect of any Security will be made without withholding or deduction for, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and the Guarantees, if any, on account of of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the United Kingdom or Hong Kong, or any political sub-division of, or any authority of, or in, the United Kingdom or Hong Kong having power to tax (the “Taxing Jurisdiction”), unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beevent, the Company Issuer or such the Guarantor, as the case may be, will in respect of payments of principal and interest pay such additional amounts (“Additional Amounts”) on the Security as may shall be necessary so in order that the net amount received by each the Holder of Securities will the Security after such withholding or deduction shall equal the amount that the Holder respective amounts which would have received if been receivable in respect of the Taxes had not been required Security in the absence of any requirements to be withheld make such presented for withholding or deducted; provided deduction (“Additional Amounts”), except that no such Additional Amounts will shall be payable with respect in relation to a any Security: (1) presented for payment made to by, or on behalf of, a Holder to who is liable for such taxes, duties or governmental charges in respect of such Security by reason of his having some connection with the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, Taxing Jurisdiction other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anySecurity; or (2) presented for payment by, or this Indenture; on behalf of, a holder who would be able to avoid such withholding or deduction by complying with any statutory requirements (bincluding, but not limited to, obtaining and/or presenting any form of certificate) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities by mailing a declaration or any other Taxes payable other than by withholding statement or deductionclaim for exemption (including, except as described below or as otherwise provided in this Indenturebut not limited to, a declaration of nonresidence), but fails to do so; or (c3) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, presented for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, Relevant Date except to the extent that the beneficiary or relevant Holder thereof would have been entitled to such Additional Amounts had on presenting the Securities been presented Security for payment on any date during such 30-thirtieth day period; or (d) assuming that the Holder would not day to have been a Payment Day. No Additional Amounts will be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority paid as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment provided above with respect to which any payment of principal of (or premium, if any, on) or interest, if any, on any such Security to any Holder who is a fiduciary or partnership or other than the Company or sole beneficial owner of any such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld payment to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted extent that a beneficiary or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts settlor with respect to such paymentfiduciary, a member of such a partnership or the Company (or in respect beneficial owner of the Guarantees, such Guarantor) shall deliver payment would not have been entitled to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payablehad such beneficiary, and settlor, member or beneficial owner been the amounts so payable and will set forth Holder of any such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateSecurity. Whenever in this Senior Indenture there is mentioned, in any context, the payment of the principal of and (or premium, if any, Additional Amountson) or interest, if any, or interest (including defaulted interest), if any, or on any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the terms of such Securities and this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts (if applicable) in those any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of Additional Amounts as contemplated by Section 3.01(15), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer and the Guarantor will furnish the Senior Trustee for that series of Securities with an Officers’ Certificate instructing such Senior Trustee whether such payment of principal of (and premium, if any, on) and interest, if any, on the Securities of that series shall be made (to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if applicable)any, required to be withheld on such payments to such Holders of Securities and the Issuer or the Guarantor, as the case may be, will pay to the Senior Trustee for such series of Securities such Additional Amounts as may be required pursuant to the terms applicable to such series. The Issuer and the Guarantor, jointly and severally, covenant to indemnify the Senior Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.08 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer and the Guarantor shall survive payment of all of the Securities, the satisfaction and discharge of this Senior Indenture, and the resignation or removal of the Senior Trustee or any Paying Agent for such series of Securities.

Payment of Additional Amounts. Unless otherwise required 5.11.1 As provided for by Bermudan lawClause 3.1.15 of the Original Indenture, neither all payments of principal, premium and interest in respect of the Company nor any Guarantor will deduct Notes shall be made without withholding or withhold from payments made with respect to the Securities and the Guarantees, if any, on account of deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax (“Withholding Taxes”), except to the extent that such Withholding Taxes are required by Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from withholding or deduction for any payment made under or with respect to the Securities or any Guarantees, as the case may beWithholding Taxes, the Company or such the Guarantor, as the case may be, will shall pay such additional amounts (“Additional Amounts”) as may be necessary so that will result in receipt by the net amount Holders of Notes on the respective due dates of such amounts as would have been received by each Holder them had no such withholding or deduction (including for any Withholding Taxes payable in respect of Securities will equal the amount that the Holder would have received if the Taxes had not Additional Amounts) been required to be withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with respect to any payment on a payment made Note: (i) to, or to a third party on behalf of, a Holder to the extent: (a) that who is liable for any Taxes such taxes, duties, assessments or other governmental charges which would not have been so imposed but for the existence of any present or former (A) a connection between the Holder and Bermuda, Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the paymentHolder to comply with any certification, acquisitionidentification or other reporting requirement concerning the nationality, ownership residence, identity or disposition connection with Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Securities Holder, if compliance is required by such Successor Jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to, exemption from, or reduction in the exercise or enforcement of rights under the Securitiesrate of, the Guaranteestax, if anyassessment or other governmental charge and the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification or this Indenture; other requirement; (bii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after (x) the date on which such payment became due and payable or (y) if the full amount payable has not been received by the Trustee on or prior to such date, the date on which full payment thereof is received by the Trustee and notice thereof given to Holders, whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer or transfer, personal property Taxes or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments of principal or interest on the Securities Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) in respect of any such Withholding Tax that is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any other Taxes payable other than by withholding law implementing or deductioncomplying with, except as described below or as otherwise provided introduced in this Indentureorder to conform to, such directive; or (cvi) that in respect of any such Taxes would not have been imposed but for the presentation combination of the Securities, where presentation is required, for payment on a date more than 30 days after above. For purposes of the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: provisions described in Clause (i) above, the making term “Holder” of any Note means the declaration direct nominee of any beneficial owner of such Note, which holds such beneficial owner’s interest in such Note. Notwithstanding the foregoing, the limitations on the Company’s or claim is required the Guarantor’s obligation to pay Additional Amounts set forth in Clause (i) above shall not apply if the provision of information, documentation or imposed by statuteother evidence described in such Clause (i) would be materially more onerous, treatyin form, regulationin procedure or in the substance of information disclosed, ruling to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Brazilian law, regulation or administrative practice practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be, shall promptly provide the Trustee with documentation, if any, (which may consist of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (iicertified copies of such documentation) at least 60 days prior reasonably satisfactory to the first Trustee evidencing the payment with of Foreign Taxes in respect to of which the Company or the Guarantor has paid any Additional Amounts. Copies of such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they documentation shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make made available to the Holders of the SecuritiesNotes or the Paying Agent, within 60 as applicable, upon request therefor. In respect of the Notes issued hereunder, at least 10 days after prior to the first date the of payment of interest on the Notes, the Company and the Guarantor shall furnish the Trustee and each Paying Agent with an Officers’ Certificate instructing the Trustee and the Paying Agent as to whether such payment of interest on such Notes shall be made without deduction or withholding for or on account of any Taxes tax, duty, assessment or other governmental charge. If there is any change in the matters set forth in that Officers Certificate, the Company and the Guarantor shall, at least 10 days prior to the first date of payment of principal or interest after each such subsequent change, provide a new Officer’s Certificate stating whether in light of such changes, such payment of interest or principal shall be made without deduction or withholding for or on account of any tax, duty, assessment or other governmental charge. If any such deduction or withholding shall be required by Brazil or any Successor Jurisdiction or any authority therein having power to tax, then such certificate shall specify, by country, the amount, if any, required to be deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing on such payment by to Holders of such Notes, and the Company or such Guarantor andthe Guarantor, notwithstanding as the Company’s case may be, (if payment is then due under the Guaranty) shall pay or cause to be paid to the Trustee or such Guarantor’s efforts to obtain the receiptsPaying Agent Additional Amounts, if any, required by this Section. The Company and the same are not obtainableGuarantor agree to indemnify the Trustee and each Paying Agent for, other evidence and to hold them harmless against, any loss, liability or reasonable and duly documented expense reasonably incurred without negligence or bad faith on their part arising out of such payments. In additionor in connection with actions taken or omitted by them in reliance on any Officers’ Certificate furnished pursuant to this Section, the obligation of the Company and the Guarantor to so indemnify being joint and several. 5.11.2 The Company or any Guarantor will the Guarantor, as the case may be, shall pay any all stamp, issue, registration, documentary or other similar taxes and duties, including interestif any, penalties and additional amounts with respect thereto, payable in Bermuda which may be imposed by Brazil or the United Statesany other governmental entity or political subdivision therein or thereof, or any political subdivision or taxing authority of or in any of the foregoing foregoing, with respect to the creation, issue, offering, enforcement, redemption Indenture or retirement the issuance of the Securities Notes or Guaranteesthe Guaranty. 5.11.3 The Company or the Guarantor, as the case may be, shall provide each Paying Agent and any withholding agent under relevant tax regulations with copies of each certificate received by the Company or the Guarantor from a Holder of a Note pursuant to the text of such Security. At least 30 days prior to Each such Paying Agent and withholding agent shall retain each date on which such certificate received by it for as long as any payment under or Note is Outstanding and in no event for less than four years after its receipt, and for such additional period thereafter, as set forth in an Officers’ Certificate, as such certificate may become material in the administration of applicable tax laws. 5.11.4 In the event that Additional Amounts actually paid with respect to the Securities Notes pursuant to the preceding paragraph are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof, such Holder is due entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and payabletransferred all right, if title, and interest to any such claim for a refund or credit of such excess to the Company or any the Guarantor. However, by making such assignment, the Holder makes no representation or warranty that the Company or the Guarantor becomes obligated will be entitled to pay Additional Amounts receive such claim for a refund or credit and incurs no other obligation with respect to such paymentthereto. 5.11.5 All references in this First Supplemental Indenture, the Company (Original Indenture and the Notes to principal, premium or interest in respect of the Guarantees, such Guarantor) any Note shall deliver be deemed to the Trustee mean and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, include all Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to of such principal, premium or interest, unless the provisions of this Section 3.07 context otherwise requires, and express mention of the payment of Additional Amounts in those provisions any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made made. All references in this First Supplemental Indenture, the Original Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price or Repurchase Price payable in respect of such Note pursuant to any redemption or repurchase right hereunder (if applicableand all such references to the Stated Maturity of the principal in respect of any Note shall be deemed to mean and include the Redemption Date or Repurchase Date with respect to any such Redemption Price or Repurchase Price), and all such references to principal, premium, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 9.10, and express mention of the payment of any Redemption Price or Repurchase Price, or any such other amount in any provision hereof shall not be construed as excluding reference to the payment of any Redemption Price or Repurchase Price, or any such other amounts in those provisions hereof where such express reference is not made.

Payment of Additional Amounts. Unless otherwise required The Company shall make all payments of principal and interest in respect of the Notes without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by Bermudan law, neither the Company nor United Kingdom or any Guarantor will deduct political subdivision or withhold from payments made any authority thereof or therein having power to tax (“Taxes”) with respect to payments of interest and principal on the Securities Notes, unless such withholding or deduction is required by law or by the official judicial or administrative interpretation thereof; provided, however, that if the law of the United Kingdom should require that any payments in respect of the Notes of a series be subject to withholding or deduction with respect to any Taxes imposed or levied by, or on behalf of, such jurisdiction or any authority therein or thereof having power to tax, the Company shall, to the fullest extent then permitted by law, pay such additional amounts as may be necessary in order that the net amounts received by a Holder of Notes of such series who is not resident in the United Kingdom for tax purposes after such withholding or deduction shall equal the respective amounts of principal and the Guaranteesinterest, if any, on account that would otherwise have been receivable in respect of any present the Notes of such series in the absence of such withholding or future Taxes. In deduction (the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted); provided except that no such Additional Amounts will shall be payable with respect to a payment made to a Holder to the extent: any Note of such series presented for payment: (a) that any by or on behalf of a Holder of a Note (including a beneficial owner) who is liable for such Taxes would not have been so imposed but for in respect of such Note by reason of such Holder having some connection with the existence of any present or former connection between the Holder and Bermuda, United Kingdom other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; Note; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for could have been avoided by the failure to make Holder making a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition exemption to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing United Kingdom; (c) where (in the case of a payment of principal or interest on final redemption) the relevant Note is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if such Holder had surrendered the relevant Note on the last day of such period of 30 days; (d) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the Savings Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; (e) where such taxes, duties, assessments or governmental charges in respect of such Note are estate, inheritance, gift, excise, sales, transfer, personal property or similar tax; or (f) where the relevant Note is surrendered for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union. If the Company, or its successor, becomes subject at any time to any taxing jurisdiction other than the United Kingdom, references in this Section to the United Kingdom with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where references to the United Kingdom and/or such express mention is not made (if applicable)other successor jurisdiction.

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to If the Securities of a particular series provide for payment of Additional Amounts, all payments of principal and the Guaranteesinterest (including payments of discount and premium, if any) in respect of the Securities of such series shall be made free and clear of, and without withholding or deduction for or on account account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the United Kingdom or by or within any political subdivision thereof or any authority therein or thereof having power to tax ("United Kingdom Taxes"), unless such withholding or deduction is required by law. In the that event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect shall pay to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay Holder such additional amounts (“"Additional Amounts”") as may be necessary so that will result in the net amount received by each payment to such Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent: (a) that any Taxes would not otherwise have been so imposed but for receivable by such Holder in the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition absence of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below that no such Additional Amounts shall be payable: (a) to, or as otherwise provided to a Person on behalf of, a Holder who is liable for such United Kingdom Taxes in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation respect of the Securities, by reason of such Holder having some connection with the United Kingdom (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the United Kingdom) other than the mere holding of a Security or the receipt of principal and interest (including payments of discount and premium, if any) in respect thereof; or (b) to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required, ) for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, Relevant Date except to the extent that the beneficiary or such Holder thereof would have been entitled to such Additional Amounts had the Securities been presented on presenting such Security for payment on any date during the last day of such 30-day period; period of 30 days; (c) to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required) in the United Kingdom; (d) that the to, or to a Person on behalf of, a Holder who would not be liable or subject to such the withholding or deduction of Taxes but for the failure to make by making a valid declaration of non-residence or other similar claim for exemptionexemption to the relevant tax authority; or (e) to, if: or to a Person on behalf of, a Holder of a definitive Registered Security issued pursuant to the request of owners representing a majority in outstanding principal amount in the Book-Entry Interest following and during the continuance of an Event of Default if such Holder (ior any predecessor Holder) was one of such owners requesting that definitive Registered Securities be so issued. Such Additional Amounts will also not be payable where, had the making beneficial owner of the declaration Security (or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice any interest therein) been the Holder of the relevant taxing authority as a precondition Security, he would not have been entitled to an exemption from, payment of Additional Amounts by reason of any one or reduction inmore of clauses (a) through (e) above. If the Company shall determine that Additional Amounts will not be payable because of the immediately preceding sentence, the relevant Taxes; and (iiCompany will inform such Holder promptly after making such determination setting forth the reason(s) at therefor. Reference to principal, interest, discount or premium in respect of the Securities shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Securities. At least 60 days 10 Business Days prior to the first payment Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to which the matters set forth in the below-mentioned Officers' Certificate) the Company will furnish to the Trustee and the Paying Agents an Officers' Certificate instructing the Trustee and the Paying Agents whether payments of principal of or interest on the Securities due on such Guarantor Interest Payment Date shall apply this clause (d)be without deduction or withholding for or on account of any United Kingdom Taxes. If any such deduction or withholding shall be required, prior to such Interest Payment Date the Company or such Guarantor shall have notified all Holders of will furnish the Securities in writing that they shall be Trustee and the Paying Agents with an Officers' Certificate which specifies the amount, if any, required to provide this declaration be withheld on such payment to Holders and certifies that the Company shall pay such withholding or claimdeduction. The Company covenants to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with actions taken or omitted by the Trustee in reliance on any Officers' Certificate furnished pursuant to this paragraph. Any Officers' Certificate required by this Section 1009 to be provided to the Trustee and any Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such Guarantor Paying Agent. The Company shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld furnish to the relevant taxing authority in accordance with all applicable laws; Trustee the official receipts (yor a certified copy of the official receipts) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make United Kingdom Taxes. Copies of such receipts shall be made available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)upon request.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawprovided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, neither the Company nor any Guarantor will deduct or withhold from all payments made with respect to the Securities of principal (and the Guaranteespremium, if any) and interest and Deferred Interest, if any by or on behalf of the Issuer or the Guarantor in respect of any Security will be made without withholding or deduction for, or on account of of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the United Kingdom or Hong Kong, or any political sub-division of, or any authority of, or in, the United Kingdom or Hong Kong having power to tax (the “Taxing Jurisdiction”), unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beevent, the Company Issuer or such the Guarantor, as the case may be, will in respect of payments of principal (and premium, if any) and interest and Deferred Interest, if any pay such additional amounts (“Additional Amounts”) on the Security as may shall be necessary so in order that the net amount received by each the Holder of Securities will the Security after such withholding or deduction shall equal the amount that the Holder respective amounts which would have received if been receivable in respect of the Taxes had not been required Security in the absence of any requirements to be withheld make such presented for withholding or deducted; provided deduction (“Additional Amounts”), except that no such Additional Amounts will shall be payable with respect in relation to a any Security: (1) presented for payment made to by, or on behalf of, a Holder to who is liable for such taxes, duties or governmental charges in respect of such Security by reason of his having some connection with the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, Taxing Jurisdiction other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anySecurity; or (2) presented for payment by, or this Indenture; on behalf of, a Holder who would be able to avoid such withholding or deduction by complying with any statutory requirements (bincluding, but not limited to, obtaining and/or presenting any form of certificate) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities by mailing a declaration or any other Taxes payable other than by withholding statement or deductionclaim for exemption (including, except as described below or as otherwise provided in this Indenturebut not limited to, a declaration of nonresidence), but fails to do so; or (c3) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, presented for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, Relevant Date except to the extent that the beneficiary or relevant Holder thereof would have been entitled to such Additional Amounts had on presenting the Securities been presented Security for payment on any date during such 30-thirtieth day period; or (d) assuming that the Holder would not day to have been a Payment Day. No Additional Amounts will be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority paid as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment provided above with respect to which any payment of principal of (or premium, if any, on) or interest, if any, or Deferred Interest, if any on any such Security to any Holder who is a fiduciary or partnership or other than the Company or sole beneficial owner of any such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld payment to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted extent that a beneficiary or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts settlor with respect to such paymentfiduciary, a member of such a partnership or the Company (or in respect beneficial owner of the Guarantees, such Guarantor) shall deliver payment would not have been entitled to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payablehad such beneficiary, and settlor, member or beneficial owner been the amounts so payable and will set forth Holder of any such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateSecurity. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of and (or premium, if any, Additional Amountson) or interest, if any, or interest Deferred Interest (including defaulted interestor, with respect to the Perpetual Subordinated Capital Securities, any other payments), if any, or any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the terms of such Securities and this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts (if applicable) in those any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of Additional Amounts as contemplated by Section 3.01(16), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest and Deferred Interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer and the Guarantor will furnish the Subordinated Trustee for that series of Securities with an Officers’ Certificate instructing such Subordinated Trustee whether such payment of principal of (and premium, if any, on) and interest, if any, and Deferred Interest, if any, on the Securities of that series shall be made (to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if applicable)any, required to be withheld on such payments to such Holders of Securities and the Issuer or the Guarantor, as the case may be, will pay to the Subordinated Trustee for such series of Securities such Additional Amounts as may be required pursuant to the terms applicable to such series. The Issuer and the Guarantor, jointly and severally, covenant to indemnify the Subordinated Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.07 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer and the Guarantor shall survive payment of all of the Securities, the satisfaction and discharge of this Subordinated Indenture, and the resignation or removal of the Subordinated Trustee or any Paying Agent for such series of Securities.

Payment of Additional Amounts. Unless the Securities of a particular series otherwise required by Bermudan lawprovide, neither the Company nor any Guarantor will deduct or withhold from all payments made of principal and interest (including payments of discount and premium, if any) with respect to the Securities of a particular series shall be made free and the Guaranteesclear of, if any, and without withholding or deduction for or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within a Taxing Jurisdiction or by or within any political subdivision thereof or any authority therein or thereof having power to tax ("Gross-Up Taxes"), unless such withholding or deduction is required by law. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under such withholding or with respect to the Securities or any Guarantees, as the case may bedeductions, the Company or such the Guarantor, as the case may be, will shall pay to the Holder of such securities such additional amounts (“"Additional Amounts”") as may be necessary so that will result in the net amount received by each payment to such Holder of Securities will equal the amount that would otherwise have been due to such Holder in the Holder would have received if the Taxes had not been required to be withheld absence of such withholding or deducted; provided deduction, except that no such Additional Amounts will shall be payable with respect to a payment made to a Holder to the extent: payable: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anyto, or this Indenture; (b) of any estateto a person on behalf of, inheritance, gift, sales, transfer or personal property a Holder who is liable for such Gross-Up Taxes imposed with respect to the Securities or any other Taxes payable Guarantee, by reason of such Holder having some connection with the relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Taxing Jurisdiction) other than by withholding the mere holding of a Security or deductionthe receipt of principal and interest (including payments of discount and premium, except as described below if any) in respect thereof or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation respect of the SecuritiesGuarantee; or (b) to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required, ) for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, Relevant Date except to the extent that the beneficiary or such Holder thereof would have been entitled to such Additional Amounts had the Securities been presented on presenting such Security for payment on any date during the last day of such 30-day period; period of 30 days; (c) to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required) in a Taxing Jurisdiction; (d) that the to, or to a Person on behalf of, a Holder who would not be liable or subject to such the withholding or deduction of Taxes but for the failure to make by making a valid declaration of non-residence or other similar claim for exemptionexemption to the relevant tax authority; or (e) to, if: or to a Person on behalf of, a Holder of a Registered Security that is not a Global Security issued pursuant to the request of owners representing a majority in Outstanding principal amount of such Securities following and during the continuance of an Event of Default if such Holder (ior any predecessor Holder) was one of such owners requesting that such Registered Securities be so issued. Such Additional Amounts will also not be payable where, had the making beneficial owner of the declaration Security (or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice any interest therein) been the Holder of the relevant taxing authority Security, he would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (a) through (e) above. If the Company or the Guarantor, as a precondition to an exemption fromapplicable, or reduction inshall determine that Additional Amounts will not be payable because of the immediately preceding sentence, the relevant Taxes; and Company or the Guarantor, as applicable, will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or premium in respect of the Securities (iior any payments pursuant to any Guarantee) at shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Securities. At least 60 days 10 Business Days prior to the first payment Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to which the matters set forth in the below-mentioned Officers' Certificate) the Company will furnish to the Trustee and any Paying Agent an Officers' Certificate instructing the Trustee and any Paying Agent whether payments of principal of or interest on the Securities due on such Guarantor Interest Payment Date shall apply this clause (d)be without deduction or withholding for or on account of any Gross-Up Taxes. If any such deduction or withholding shall be required, prior to such Interest Payment Date the Company or such Guarantor shall have notified all Holders of will furnish the Securities in writing that they shall be Trustee and any Paying Agent with an Officers' Certificate which specifies the amount, if any, required to provide this declaration be withheld on such payment to Holders and certifies that the Company shall pay such withholding or claimdeduction. The Company covenants to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with actions taken or omitted by the Trustee in reliance on any Officers' Certificate furnished pursuant to this paragraph. Any Officers' Certificate required by this Section 1009 to be provided to the Trustee and any Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such Guarantor Paying Agent. The Company shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld furnish to the relevant taxing authority in accordance with all applicable laws; Trustee the official receipts (yor a certified copy of the official receipts) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make Gross-Up Taxes. Copies of such receipts shall be made available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)upon request.

Payment of Additional Amounts. Unless otherwise required The Company and the Guarantor shall make all payments of principal, interest and premium in respect of the Securities (including payments by Bermudan lawthe Guarantor under the Subordinated Guarantee) free and clear of, neither and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, levied, collected, withheld or assessed by The Netherlands (if by the Company) or the Federal Republic of Germany (if by the Guarantor) or any political subdivision or any authority thereof or therein that has power to tax (a “Relevant Jurisdiction”), unless the Company nor any or the Guarantor will deduct is compelled by law to make such withholding or withhold from payments made with respect to the Securities and the Guarantees, if any, on account of any present or future Taxesdeduction. In the event that either the Company of such withholding or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may bededuction, the Company or such Guarantor, as the case may be, Guarantor will pay such additional amounts (the “Additional Amounts”) as may be are necessary so that the net amount received by for each Holder to receive, after deduction or withholding of Securities will equal such Taxes, the full amount that the Holder would have received if the Taxes no such withholding or deduction had not been required to be withheld or deductedrequired; provided that no such Additional Amounts will shall be payable with respect to a payment made such Taxes in respect of any amount payable on any Securities: (i) to a Holder to which is liable for such Taxes in respect of such Securities by reason of such Holder having some connection with a Relevant Jurisdiction (as the extent: (acase may be) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; ; (bii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes a Holder which would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except be able to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to avoid such withholding or deduction under the laws of Taxes but for the failure to make a valid Relevant Jurisdiction by presenting any form or certificate and/or making a declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration exemption or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition refund but fails to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior do so after proper notice has been sent to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment Holder by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company Issuer; (or iii) in respect of the Guarantees, such Guarantor) shall deliver any deduction or withholding imposed on a payment to the Trustee an individual and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will required to be payable, and the amounts so payable and will set forth such other information as is necessary made pursuant to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, European Council Directive 2003/48/EC or any other amount payable on or with respect to any European Union Directive implementing the conclusions of the SecuritiesECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such mention Directive; or (iv) to a Holder which would have been able to avoid such withholding or deduction by presenting (where presentation is required) the Security to a Paying Agent in another Member State of the European Union. For purposes of this Indenture, any references to principal of and/or interest on Securities shall be deemed to include mention of the payment of a reference to any relevant premium and/or Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof of such Securities. In the event that a New Issuer assumes the obligations of the Company pursuant to Section 803 and the provisions of this Section 3.07 and express mention of the payment of Additional Amounts New Issuer is organized or resident in those provisions hereof shall not any jurisdiction other than The Netherlands for tax purposes, such other jurisdiction will be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)deemed to be a Relevant Jurisdiction.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawThe Issuer will, neither the Company nor any Guarantor will deduct or withhold from payments made with respect subject to the Securities limitations and the Guaranteesexceptions set forth below, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required pay to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or each Holder such Guarantor, as the case may be, will pay such additional amounts (the “Additional Amounts”) as may be necessary so in order that the every net amount received by each Holder payment or deemed payment of Securities will equal the amount that the Holder would have received (i) principal, premium, Liquidated Damages and interest, if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable any, with respect to a payment made Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to a Holder to tax, will result in the extent: (a) receipt by the Holders of the amounts that any Taxes would not have been so imposed but for the existence received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any present or former connection between the Holder and BermudaNote for: (1) any tax, other than the mere receipt of the paymentduty, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anyassessment, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge which would not have been imposed but for the presentation fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of the Securitiespayment under, where presentation is required, such Note; (b) presented such Note for payment on a date in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the Securities been presented for payment on beneficial owner directly held the Note; or (4) any date during such 30-day period; or combination of items (d1), (2) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d3), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, mentioned herein in any context, the payment of the principal of and premium, if any, Additional Amounts, if anyor any premium or interest on, or interest (including defaulted interest)in respect of, if any, any Note or the net proceeds received on the sale or exchange of any other amount payable on or with respect to any of the SecuritiesNote, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the Indenture. Without limiting a Holder’s right to receive payment of Additional Amounts Amounts, in those provisions hereof shall not be construed as excluding the event that Additional Amounts actually paid with respect to the Securities are based on rates of deduction or withholding of Bahamian taxes in those provisions hereof where excess of the appropriate rate applicable to the Holder of such express mention Securities and, as a result thereof, such Holder of Securities is not made (if applicable)entitled to make a claim for a refund or credit of such excess, then such Holder of Securities shall, by accepting the Securities and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuer. By making such assignment, the Holder of Securities makes no representation or warranty that the Issuer will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to If the Securities of a particular series provide for payment of Additional Amounts, all payments of principal and the Guaranteesinterest (including payments of discount and premium, if any) in respect of the Securities of such series shall be made free and clear of, and without withholding or deduction for or on account account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the United Kingdom or by or within any political subdivision thereof or any authority therein or thereof having power to tax ("United Kingdom Taxes"), unless such withholding or deduction is required by law. In the that event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect shall pay to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay Holder such additional amounts (“the "Additional Amounts”") as may be necessary so that will result in the net amount received by each payment to such Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent: (a) that any Taxes would not otherwise have been so imposed but for receivable by such Holder in the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition absence of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below that no such Additional Amounts shall be payable: (i) to, or as otherwise provided to a Person on behalf of, a Holder who is liable for such United Kingdom Taxes in this Indenture; respect of Securities by reason of such Holder having some connection with the United Kingdom (cincluding being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the United Kingdom) that any such Taxes would not have been imposed but for other than the presentation mere holding of a Security or the Securitiesreceipt of principal and interest (including payments of discount and premium, if any) in respect thereof; (ii) to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required, ) for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is laterRelevant Date, except to the extent that the beneficiary or such Holder thereof would have been entitled to such Additional Amounts had the Securities been presented on presenting such Security for payment on any date during the last day of such 30-day periodperiod of 30 days; (iii) to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required) in the United Kingdom; or (iv) to, or (d) that the to a Person on behalf of, a Holder who would not be liable or subject to such the withholding or deduction of Taxes but for the failure to make by making a valid declaration of non-residence or other similar claim for exemptionexemption to the relevant tax authority. Such Additional Amounts will also not be payable where, if: had the beneficial owner of the Security (or any interest therein) been the Holder of the Security, he or she would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (i) through (iv) above. If the making Company shall determine that Additional Amounts will not be payable because of the declaration immediately preceding sentence, the Company will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice premium in respect of the relevant taxing authority Securities shall be deemed also to refer to any Additional Amounts that may be payable as a precondition to an exemption from, set forth in this Indenture or reduction in, in the relevant Taxes; and (ii) at Securities. At least 60 days 10 Business Days prior to the first payment Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to which the Company or such Guarantor shall apply this clause (dmatters set forth in the below-mentioned Officers' Certificate), the Company will furnish to the Trustee and the Paying Agents an Officers' Certificate instructing the Trustee and the Paying Agents whether payments of principal of or such Guarantor shall have notified all Holders of interest on the Securities in writing that they due on such Interest Payment Date shall be without deduction or withholding for or on account of any United Kingdom. If any such deduction or withholding shall be required, prior to such Interest Payment Date, the Company will furnish the Trustee and the Paying Agents with an Officers' Certificate that specifies the amount, if any, required to provide this declaration be withheld on such payment to Holders and certifies that the Company shall pay such withholding or claimdeduction. The Company covenants to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with actions taken or omitted by the Trustee in reliance on any Officers' Certificate furnished pursuant to this paragraph. Any Officers' Certificate required by this Section 1009 to be provided to the Trustee and any Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such Guarantor Paying Agent. The Company shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld furnish to the relevant taxing authority in accordance with all applicable laws; Trustee the official receipts (yor a certified copy of the official receipts) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make United Kingdom Taxes. Copies of such receipts shall be made available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)upon request.

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from All payments made by the ----------------------------- Issuer under or with respect to the Securities a Note or Notes will be made free and the Guarantees, if any, clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Authority ("Taxes. In "), unless the event that either the Company or any Guarantor Issuer, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that the Issuer is required to so withhold or deduct any amount for or on account of any Taxes due from any payment made under or with respect to the Securities a Note or any Guarantees, as the case may beNotes, the Company or such Guarantor, as the case may be, Issuer will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each the Holder of Securities (including Additional Amounts) after such withholding or deduction will equal the amount that the Holder would have received if the such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a the Holder to the extent: : (a) that any such Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, the Taxing Authority imposing such Taxes (other than the mere receipt of the such payment, acquisition, ownership or disposition of such Securities Note or Notes or the exercise or enforcement of rights under the Securities, the Guarantees, if any, such Note or Notes or this Indenture; Master Loan Agreement); (b) of any estate, inheritance, gift, sales, transfer transfer, or personal property Taxes Tax imposed with respect to the Securities or any other Taxes payable other than by withholding or deductionsuch Notes, except as described below or as otherwise provided in this Indenture; herein; (c) that any such Taxes would not have been so imposed but for the presentation of the Securities, such Notes (where presentation is required, ) for payment on a date more than 30 days after the date on which the such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities Notes been presented for payment on any date during such 30-day period; or or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: if (ix) the making of the such declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority Taxing Authority as a precondition to an exemption from, or reduction in, the relevant Taxes; , and (iiy) at least 60 days prior to the first payment date with respect to which the Company or such Guarantor shall apply this clause (d)) shall apply, the Company or such Guarantor Issuer shall have notified all Holders of the Securities Holder in writing that they the Holder shall be required to provide this such declaration or claim. The Company and such Guarantor shall Issuer will also (wi) withhold make such withholding or deduct such deduction of Taxes as required; and (xii) remit the full amount of Taxes so deducted or withheld to the relevant taxing authority Taxing Authority in accordance with all applicable laws; (y) . The Issuer will use its reasonable best efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld; and (z) withheld from each Taxing Authority imposing such Taxes. The Issuer will, upon request, make available to the Holders of the SecuritiesHolder, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company Issuer, or such Guarantor andif, notwithstanding the Company’s or such Guarantor’s Issuer's efforts to obtain the such receipts, if the same are not obtainable, other evidence of such paymentspayments by the Issuer. 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 will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Holder an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. The foregoing provisions shall survive any termination of the discharge of this Master Loan Agreement and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein. In addition, the Company or any Guarantor Issuer will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts Additional Amounts with respect thereto, payable in Bermuda or the United States, States or any political subdivision or taxing authority of or in the foregoing with in respect to of the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateNote. Whenever in this Indenture Master Loan Agreement or the Notes there is mentioned, in any context, the payment of principal of and premiumprincipal, if anyredemption price, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on under or with respect to any of the SecuritiesNote, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).thereof. ARTICLE ELEVEN

Payment of Additional Amounts. Unless otherwise required (a) All payments by Bermudan law, neither the Company nor any Borrower in respect of the Loans or by a Guarantor will deduct in respect of its Loan Guarantee shall be made free and clear of and without deduction or withhold from payments made with respect to the Securities and the Guarantees, if any, withholding for or on account of any present or future taxes, duties, assessments, fees or other governmental charges ("Taxes. In ") imposed or levied by or on behalf of Mexico or of any other jurisdiction in which the event that either the Company Borrower or any Guarantor is incorporated or any political subdivision or taxing authority thereof or therein (any of the aforementioned, a "Taxing Jurisdiction"), unless such withholding or deduction is required by law. (b) Subject to withhold Section 5.14(c), if the Borrower or deduct on account a Guarantor is required by the law of any Taxes due from Taxing Jurisdiction to make any payment made under such withholding or with respect deduction, the Borrower or such Guarantor shall (i) pay to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay Lender Parties such additional amounts (“"Additional Amounts”") as may be necessary so that every net payment made by the net amount received by each Holder Borrower on the Loans after deduction or withholding for or on account of Securities will equal any such Taxes (including deductions applicable to Additional Amounts payable under this paragraph (b)) shall not be less than the amount that the Holder Lender Parties would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder such Loans had no such deduction or withholding been made; and (ii) pay the full amount deducted or withheld to the extent: relevant Governmental Authority in accordance with applicable law. (ac) The obligation to pay Additional Amounts set forth in (b)Section 5.14(b) shall not apply to: (i) any tax, duty, assessment, fee or other governmental charge that any Taxes would not have been so imposed but for the existence of any present or former connection connection, including a permanent establishment or fixed base, between the Holder such Lender Party and Bermuda, Mexico or any other applicable Taxing Jurisdiction imposing such governmental charge other than by the mere receipt of such payment and the payment, acquisition, ownership or disposition terms of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; Loan Documents; (bii) of any estate, inheritance, gift, salessale, transfer or transfer, personal property Taxes or similar tax, assessment or other governmental charge; or (iii) in the case of any Lender Party that is or was a Foreign Financial Institution (as defined below) on the date such Person became a Lender and thus subject to the requirements of paragraph (h) below, any withholding taxes imposed as a result of a failure of such Lender to comply with its obligations set forth in paragraph (h) below, subject to the exceptions and limitations provided therein; provided that the taxes excluded shall be deemed to include only withholdings or deductions payable by the Borrower in respect of payments hereunder in excess of a rate equal to the rate applicable if there had been no such failure by such Lender Party to comply with paragraph (h) below. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation Loans is required, for payment on a date more than 30 days after the date on which the payment became due and payable or (or, as early as practicable, if the date on which payment thereof is duly provided for, whichever is later, except obligation to the extent that the beneficiary or Holder thereof would have been entitled to pay Additional Amounts had arises after the Securities been presented for payment on any date during such 30-30th day period; or (d) that the Holder would not be liable or subject prior to such withholding date), if the Borrower or deduction of Taxes but for the failure a Guarantor will be obligated to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment pay Additional Amounts with respect to which such payment in an amount different than the Company Additional Amounts payable on the date hereof, the Borrower or such Guarantor shall apply this clause (d)deliver to the Administrative Agent an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, and setting forth such other information necessary to enable the Administrative Agent to pay such Additional Amounts to Lenders on the payment date. In the absence of any such certificate, the Company Administrative Agent may assume that no such deduction or such Guarantor withholding shall have notified all Holders be required. The Borrower agrees to indemnify the Administrative Agent for, and to hold it harmless against, any loss, liability or expense incurred without bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance, absent manifest error, on any certificate furnished pursuant to this Section 5.14(d) or not furnished. The obligations of the Securities in writing that they Borrower under this Section 5.14(d) shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing survive the payment of any Taxes deducted the Loans, the resignation or withheld; and removal of the Administrative Agent and/or the termination of this Agreement. (ze) upon requestThe Borrower or Guarantor, make as the case may be, shall provide to the Administrative Agent documentation evidencing payment of withholding taxes within 30 days after payment thereof. Copies of such documentation shall be made available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted Lenders upon written request therefor. (f) The Borrower or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any a Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, interest and penalties and additional amounts with respect thereto, payable in Bermuda Mexico or the United States, States or any political subdivision thereof or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such GuarantorBorrowing. (g) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture Agreement there is mentioned, in any context, : (i) the payment of principal principal, interest or additional interest on the Loans; (ii) redemption or repurchase prices in respect of and premium, if any, Additional Amounts, if any, or interest the Loans; or (including defaulted interest), if any, or iii) any other amount payable on or with respect to any of the SecuritiesLoans, such mention shall reference will be deemed to include mention of the payment of Additional Amounts provided for in as described under this Section 3.07 5.14 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof thereof. (h) Each Lender Party that is a Foreign Financial Institution on the Effective Date (or, if such Lender Party becomes a Lender after the Effective Date as a result of an assignment, on the date of such assignment) shall, at the request of the Borrower, made pursuant to a written notice given at least 30 days prior to the provisions relevant filing date, use reasonable commercial efforts to file with the Ministry of Finance or, where applicable, in accordance with the laws of any jurisdiction outside Mexico from or through which payments hereunder or under any Notes are made, a form, certificate or other similar document requested by the Borrower (including without limitation any such form, certificate or other similar document that may be required to maintain such Lender Party's status as a Foreign Financial Institution) if (1) such filing is required under applicable law or a treaty for the avoidance of double taxation then in effect, (2) such filing would avoid the need for making any tax withholding or deduction, or reduce the tax rate of any such withholding or deduction which may thereafter accrue to or for the account of such Lender Party pursuant to this Section 3.07 and express mention (3) such filing would not, in the good faith judgment of such Lender Party, require such Lender Party to disclose any confidential or proprietary information or be otherwise disadvantageous to such Lender Party. Notwithstanding the payment foregoing, it is understood and agreed that nothing in this Section shall interfere with the rights of Additional Amounts any Lender Party to conduct its fiscal or tax affairs in those provisions hereof shall not be construed such manner as excluding Additional Amounts it deems appropriate. As used herein, "Foreign Financial Institution" means an institution registered as a foreign financial institution with the Ministry of Finance in those provisions hereof where such express mention is not made (if applicablethe registry referred to in Article 197 of Mexico's Income Tax Law and any successor provision thereof, for purposes of fraccion I, inciso a), subinciso 2, of Article 195 of Mexico's Income Tax Law.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawAll payments in respect of the Securities, neither the Company nor any Guarantor will deduct or withhold from including, without limitation, payments made with respect to the Securities and the Guaranteesof principal, interest, if any, and premium, if any, shall be made by the Issuer without withholding or deduction for or on account of any present or future taxes, duties, levies, or other governmental charges of whatever nature in effect on the date of the Indenture or imposed or established in the future by or on behalf of The Netherlands or any authority in The Netherlands ("Taxes"). In the event that either the Company any such Taxes are so imposed or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beestablished, the Company or such Guarantor, as the case may be, will Issuer shall pay such additional amounts (“"Additional Amounts”") as may be necessary so in order that the net amount received amounts receivable by each Holder after any payment, withholding or deduction in respect of Securities will such Taxes shall equal the amount that the Holder respective amounts of principal, interest, if any, and premium, if any, which would have received if been receivable in respect of the Taxes had not been required to be withheld Securities in the absence of such payment, withholding or deducteddeduction; provided except that no such Additional Amounts will be payable with respect to a any payment made on any Security to, or to a third party on behalf of, a Holder to the extent: (a) for or on account of any such Taxes whatever that any Taxes would not have been so imposed but for the existence by reason of any present or former connection between (i) the Holder and Bermudabeing a resident or deemed a resident of The Netherlands or having some connection with The Netherlands (including, but not limited to, the situation where a Holder carries on business in The Netherlands through a permanent establishment or permanent representative in The Netherlands) other than the mere holding of such Security or the receipt of the paymentprincipal, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guaranteesinterest, if any, or this Indenturepremium, if any, in respect thereof; (bii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation by the Holder of the Securities, where presentation is required, a Security for payment on a date more than 30 thirty (30) days after the date on which the such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (iii) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge; (iv) any tax, assessment or other governmental charge which is laterpayable otherwise than by withholding from payments on or in respect of any Security; or (v) any combination of items (i), except (ii), (iii) or (iv). Furthermore, no Additional Amounts shall be paid with respect to any payment on a Security to a Holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that the a beneficiary or Holder thereof 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, settlor, member or beneficial owner been the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateHolder. Whenever in this Indenture or the Securities there is mentioneda reference, in any context, to the payment of the principal of and premiumor interest, if any, Additional Amounts, if anyon, or interest (including defaulted interest)in respect of, if any, or any other amount payable on or with respect to any of the SecuritiesSecurity, such mention payment shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof of such payment pursuant to the provisions of this such Section 3.07 and express mention of the payment of Additional Amounts (if applicable) in those provisions any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)made.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawThe Issuers will, neither the Company nor any Guarantor will deduct or withhold from payments made with respect subject to the Securities limitations and the Guaranteesexceptions set forth below, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required pay to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or each Holder such Guarantor, as the case may be, will pay such additional amounts (“the "Additional Amounts”") as may be necessary so in order that the every net amount received by each Holder payment or deemed payment of Securities will equal the amount that the Holder would have received (i) principal, premium and interest, if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable any, with respect to a payment made Security, or (ii) net proceeds on the sale or exchange of a Security, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to a Holder to tax, will result in the extent: (a) receipt by the Holders of the amounts that any Taxes would not have been so imposed but for the existence received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts -------- ------- shall be payable in respect of any present or former connection between the Holder and BermudaSecurity for: (1) any tax, other than the mere receipt of the paymentduty, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anyassessment, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge which would not have been imposed but for the presentation fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of the Securitiespayment under, where presentation is required, such Security; (b) presented such Security for payment on a date in The Bahamas or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; or (c) presented such Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts if it had the Securities been presented such Security for payment on any date during day within such 30-day period; period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Security; (d3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Security to the extent that the Holder beneficial owner would not be liable or subject have been entitled to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to had the extent thatbeneficial owner directly held the Security; or (4) any combination of items (1), in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 (2) 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 applicable3).

Payment of Additional Amounts. Unless otherwise required by Bermudan lawThe Issuers will, neither the Company nor any Guarantor will deduct or withhold from payments made with respect subject to the Securities limitations and the Guaranteesexceptions set forth below, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required pay to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or each Holder such Guarantor, as the case may be, will pay such additional amounts (“the "Additional Amounts”") as may be necessary so in order that the every net amount received by each Holder payment or deemed payment of Securities will equal the amount that the Holder would have received (i) principal, premium, Liquidated Damages and interest, if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable any, with respect to a payment made Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to a Holder to tax, will result in the extent: (a) receipt by the Holders of the amounts that any Taxes would not have been so imposed but for the existence received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any present or former connection between the Holder and BermudaNote for: (1) any tax, other than the mere receipt of the paymentduty, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anyassessment, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge which would not have been imposed but for the presentation fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of the Securitiespayment under, where presentation is required, such Note; (b) presented such Note for payment on a date in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts if it had the Securities been presented such Note for payment on any date during day within such 30-day period; period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Notes; (d3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the Holder beneficial owner would not be liable or subject have been entitled to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to had the extent thatbeneficial owner directly held the Note; or (4) any combination of items (1), in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 (2) 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 applicable3).

Payment of Additional Amounts. Unless otherwise required by Bermudan law(a) The Company shall make all payments of principal, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and the Guaranteespremium, if any, and interest in respect of the Notes free and clear of, and without withholding or deduction for or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, levied, collected, withheld or assessed by or within Argentina, or any other jurisdiction from which the Company or its Paying Agent make payments, in respect of the Notes or by or within any political subdivision thereof or any authority therein or thereof having power to tax, (each, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any such withholding or deduction of Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beby a Relevant Jurisdiction, the Company or such Guarantor, as the case may be, will pay to Holders such additional amounts (“Additional Amounts”) as may be necessary so that will result in the net amount received receipt by each Holder of Securities will equal the net amount that would otherwise have been receivable by such Holder in the Holder would have received if the Taxes had not been required to be withheld absence of such withholding or deducted; provided deduction, except that no such Additional Amounts will be payable with payable: (i) in respect to a payment made to a Holder to the extent: (a) that of any Taxes that would not have been so imposed withheld or deducted but for the existence of any present or former connection (including, without limitation, a permanent establishment in the Relevant Jurisdiction) between the Holder or beneficial owner of the Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner) and Bermudaany Relevant Jurisdiction with the power to levy or otherwise impose or assess such Tax, other than the mere holding or ownership of such Note or beneficial interest therein or the receipt of the payment, acquisition, ownership or disposition of such Securities payments or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; thereunder; (bii) in respect of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for so withheld or deducted if the presentation of the Securities, where presentation is required, Note had been presented for payment on a date more than within 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, Relevant Date except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities Note been presented for payment on any date during the last day of such 30-day period; or ; (diii) in respect of any Taxes that the Holder would not be liable have been so withheld or subject to such withholding or deduction of Taxes deducted but for the failure by the Holder or the beneficial owner of the Note to (A) make a valid declaration of non-residence residence, or any other similar claim or filing for exemption, if: to which it is entitled or (iB) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with the making of the Relevant Jurisdiction; provided that such declaration or claim is compliance was required or imposed by statute, treatyapplicable law, regulation, ruling or administrative practice of the relevant taxing authority or an applicable treaty as a precondition to an exemption from, from all or reduction in, part of such Taxes and the relevant Taxes; and (ii) Company has given the Holders at least 60 30 days prior notice that they will be required to comply with such requirements; (iv) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges; (v) in respect of any Taxes that are payable other than by deduction or withholding from payments on the Notes; (vi) in respect of any Taxes that would not have been so imposed if the Holder had presented the Note for payment (where presentation is required and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such presentation) to another Paying Agent; (vii) in respect of any payment to a Holder of a Note that is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the sole beneficial owner of such payment or Note, to the first payment extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (viii) to the extent that the Company has determined based on information obtained directly from the recipient or from third parties that Taxes are imposed due to the residence of the foreign recipient of the payment in a jurisdiction other than a cooperating jurisdiction (jurisdicción cooperante) or otherwise designated as a non-cooperating jurisdiction (jurisdicción no cooperante), in each case as determined under applicable Argentine law or regulation; or (ix) in respect of any combination of paragraphs (i) through (viii) above. In the event of any merger or other transaction described and permitted under Article 5, in which the Company surviving entity is a corporation organized and validly existing under the laws of a country other than Argentina, all references to Relevant Jurisdiction under this Section 4.09 and under Section 3.04 will be deemed, for the avoidance of doubt, to include such country and any political subdivision therein or thereof, law or regulations of such Guarantor shall apply this clause country, and any taxing authority of such country or any political subdivision therein or thereof, respectively. (d)b) Upon written request from the Trustee, the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld furnish to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts Trustee documentation reasonably satisfactory to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts Trustee, evidencing the payment of any Taxes so deducted or withheld; and (z) . Copies of such documentation will be made available by the Trustee to Holders upon request, make available written request to the Holders of the Securities, within 60 days after the date the payment of Trustee. (c) The Company shall promptly pay when due any Taxes deducted present or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any future stamp, issue, registration, court or similar documentary taxes or any other excise or property taxes, charges or similar taxes and dutieslevies, including interestinterest and penalties, penalties and additional amounts with respect theretothat arise in any jurisdiction from the execution, payable in Bermuda delivery or the United States, registration of each Note or any political subdivision other document or taxing authority instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction other than a Relevant Jurisdiction, except those resulting from or required to be paid in connection with, the enforcement of or in such Notes after the foregoing occurrence and during the continuance of a Default with respect to the creation, issue, offering, enforcement, redemption or retirement of Notes. (d) In the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if event that the Company or pays any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or Argentine personal asset tax in respect of the GuaranteesOutstanding Notes, such Guarantor) shall deliver the Company hereby waives any right it may have under Argentine law to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to seek reimbursement from the Holders on or the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any direct owners of the Securities, Notes of any such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)amounts paid.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawThe Company shall, neither subject to certain exceptions and limitations set forth below, pay such additional amounts (the Company nor any Guarantor will deduct or withhold from payments made with respect "Additional Amounts") to the Securities and Holder of any Security or of any coupon appertaining thereto who is a United States Alien as may be necessary in order that every net payment of the Guaranteesprincipal of, premium, if any, and interest (including original issue discount) on such Security and any other amounts payable on such Security, after withholding for or on account of any present or future Taxes. In tax, assessment or governmental charge imposed upon or as a result of such payment by the event that either the Company United States (or any Guarantor is political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Security or coupon to be then due and payable. The Company shall not, however, be required to withhold make any payment of Additional Amounts to any such Holder for or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent: of: (a) any such tax assessment or other governmental charge that any Taxes would not have been so imposed but for for: (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership or a corporation) and the United States and its possessions, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or presence therein or having, or having had, a permanent establishment therein or; (ii) the presentation by the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer such Security or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, coupon for payment on a date more than 30 15 days after the date on which the such payment became due and payable or the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).;

Payment of Additional Amounts. Unless otherwise required by Bermudan law(a) All payments of principal, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and the Guaranteespremium, if any, and interest, if any, made by the Company or a Paying Agent, as applicable, on any Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future income, stamp or other tax, duty, levy, impost, assessment or other similar governmental charge imposed or levied by or on behalf of the government of the the Home Country Jurisdiction, of any territory of the Home Country Jurisdiction or by any authority or agency therein or thereof having the power to tax (collectively, “Taxes. In the event that either ”), unless the Company or any Guarantor a Paying Agent is required to withhold or deduct Taxes by law. (b) If the Company or a withholding agent is required to withhold or deduct any amount for or on account of any Taxes due from any payment made under or with in respect to of the Securities or any Guarantees, as the case may beSecurities, the Company or such Guarantor, as the case may be, will shall pay such additional amounts (“Additional Amounts”) as may be necessary so such that the net amount received by each Holder of Securities will equal (including Additional Amounts), after such withholding or deduction, shall not be less than the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent: Taxes: (a1) that any Taxes would not have been so imposed but for the existence of any present or former connection between the such Holder and Bermuda, other than the mere receipt or beneficial owner of the paymentSecurities and such Home Country Jurisdiction or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, acquisitionincluding, ownership without limitation, such Holder or disposition of such Securities beneficial owner being or the exercise having been a citizen or enforcement of rights under the Securities, the Guarantees, if any, resident thereof or this Indenture; treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein; (b2) of any that are estate, inheritance, gift, sales, transfer transfer, personal property, wealth or personal property Taxes imposed with respect to the Securities similar taxes, duties, levies, imposts, assessments or any other Taxes similar governmental charges; (3) payable other than by withholding from payments of principal and premium, if any, or deductioninterest, except as described below or as otherwise provided in this Indenture; if any, on the Securities; (c4) that would not have been imposed but for the failure of the applicable recipient of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent: (i) such compliance is required by applicable law or official administrative practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Home Country Jurisdiction); and (ii) at least thirty (30) days before the first payment date with respect to which such Additional Amounts shall be payable, the Company shall have notified such recipient in writing that such recipient shall be required to comply with such requirement; (5) that would not have been imposed but for the presentation of the Securities, a Security (where presentation is required, ) for payment on a date more than 30 thirty (30) days after the date on which the such payment became due and payable or the date on which payment thereof is was duly provided for, whichever occurred later; (6) that are imposed with respect to any payment on a Security to any Holder who is latera fiduciary, except partnership, limited liability company or other fiscally transparent entity or person other than the sole beneficial owner of such payment and to the extent that the beneficiary or Holder thereof no Additional Amounts would have been entitled to Additional Amounts payable had the beneficial owner of the applicable Security been the Holder of such note; (7) that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date of the Securities (or any amended or successor version of such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law, or regulation, rule or practice adopted pursuant to or implementing an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; (8) that would not have been presented imposed if presentation for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as Securities had been made to a precondition to an exemption from, or reduction in, Paying Agent other than the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect Paying Agent to which the Company or such Guarantor shall apply this clause presentation was made; (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w9) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment imposed by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, States or any political subdivision or taxing authority thereof; or (10) any combination of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company clauses (or in respect of the Guarantees, such Guarantor1) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever through (9). (c) All references in this Indenture there is mentioned, in any context, to the payment of the principal of and or premium, if any, Additional Amountsor interest, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to the net proceeds received on the sale or exchange of, any of the Securities, such mention Securities shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such that context, Additional Amounts are, were or would be payable in respect thereof pursuant payable. (d) The obligations of the Company to pay Additional Amounts if and when due will survive the provisions termination of this Section 3.07 Indenture and express mention of the payment of all other amounts in respect of the Securities. (e) If, as a result of the Company’s consolidation, merger with or conversion into a successor Person organized under the laws of a jurisdiction other than the United Kingdom (or, in each case, any political subdivision or taxing authority thereof) or the conveyance, transfer or lease by the Company of its assets substantially as an entirety to such successor Person, and such an entity expressly assumes the obligations of the Company under this Indenture and the Securities such successor Person will pay Additional Amounts on the same basis set forth in those provisions hereof shall not this Section 1007, except that references to a “Home Country Jurisdiction” will be construed treated as excluding Additional Amounts references to the United Kingdom and the country in those provisions hereof where which such express mention successor Person is not made organized or resident (if applicableor deemed resident for tax purposes).

Payment of Additional Amounts. Unless otherwise required | The Company shall make all payments of principal and interest in respect of the Notes without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by Bermudan law, neither the Company nor United Kingdom or any Guarantor will deduct political subdivision or withhold from payments made any authority thereof or therein having power to tax ("Taxes") with respect to payments of interest and principal on the Securities Notes, unless such withholding or deduction is required by law or by the official judicial or administrative interpretation thereof; provided, however, that if the law of the United Kingdom should require that any payments in respect of the Notes of a series be subject to withholding or deduction with respect to any Taxes imposed or levied by, or on behalf of, such jurisdiction or any authority therein or thereof having power to tax, the Company shall, to the fullest extent then permitted by law, pay such additional amounts as may be necessary in order that the net amounts received by a Holder of Notes of such series who is not resident in the United Kingdom for tax purposes after such withholding or deduction shall equal the respective amounts of principal and the Guaranteesinterest, if any, on account that would otherwise have been receivable in respect of any present the Notes of such series in the absence of such withholding or future Taxes. In deduction (the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”) as may be necessary so that the net amount received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted"); provided except that no such Additional Amounts will shall be payable with respect to a payment made to a Holder to the extent: any Note of such series presented for payment: (a) that any by or on behalf of a Holder of a Note (including a beneficial owner) who is liable for such Taxes would not have been so imposed but for in respect of such Note by reason of such Holder having some connection with the existence of any present or former connection between the Holder and Bermuda, United Kingdom other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; Note; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for could have been avoided by the failure to make Holder making a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition exemption to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing United Kingdom; (c) where (in the case of a payment of principal or interest on final redemption) the relevant Note is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if such Holder had surrendered the relevant Note on the last day of such period of 30 days; (d) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (e) where the relevant Note is surrendered for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union. If the Directive is promulgated, the Company undertakes to maintain a Paying Agent in a European Union member state that will not be obliged to withhold or deduct Taxes pursuant to the Directive if such a member state exists. If the Company, or its successor, becomes subject at any time to any taxing jurisdiction other than the United Kingdom, references in this Section to the United Kingdom with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where references to the United Kingdom and/or such express mention is not made (if applicable)other successor jurisdiction.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawThe Issuers will, neither the Company nor any Guarantor will deduct or withhold from payments made with respect subject to the Securities limitations and the Guaranteesexceptions set forth below, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required pay to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or each Holder such Guarantor, as the case may be, will pay such additional amounts (“the "Additional Amounts”") as may be necessary so in order that the every net amount received by each Holder payment or deemed payment of Securities will equal the amount that the Holder would have received (i) principal, premium and interest, if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable any, with respect to a payment made Security, or (ii) net proceeds on the sale or exchange of a Security, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to a Holder to tax, will result in the extent: (a) receipt by the Holders of the amounts that any Taxes would not have been so imposed but for the existence received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any present or former connection between the Holder and BermudaSecurity for: (1) any tax, other than the mere receipt of the paymentduty, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anyassessment, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge which would not have been imposed but for the presentation fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of the Securitiespayment under, where presentation is required, such Security; (b) presented such Security for payment on a date in The Bahamas or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; or (c) presented such Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Security; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the Securities been presented for payment on beneficial owner directly held the Security; or (4) any date during such 30-day period; or combination of items (d1), (2) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d3), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, mentioned herein in any context, the payment of the principal of and premium, if any, Additional Amounts, if anyor any premium or interest on, or interest (including defaulted interest)in respect of, if any, any Security or the net proceeds received on the sale or exchange of any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the Indenture. Without limiting a Holder's right to receive payment of Additional Amounts Amounts, in those provisions hereof shall not be construed as excluding the event that Additional Amounts actually paid with respect to the Securities are based on rates of deduction or withholding of Bahamian taxes in those provisions hereof where excess of the appropriate rate applicable to the Holder of such express mention Securities and, as a result thereof, such Holder of Securities is not made (if applicable)entitled to make a claim for a refund or credit of such excess, then such Holder of Securities shall, by accepting the Securities and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuers. By making such assignment, the Holder of Securities makes no representation or warranty that the Issuers will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from Any and all payments made with respect to the Securities a Holder of principal (and the Guaranteespremium, if any) and interest in respect of the Securities will be made free and clear of, and without withholding or deduction for, any and all present and future withholding taxes, duties, assessments, levies, imposts or charges ("Taxes") whatsoever imposed by or on account of behalf of, the Cayman Islands or Brazil or any present political subdivision or future Taxestaxing authority thereof or therein, unless such withholding or deduction is required by law. In the event that either event, the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any GuaranteesGuarantors, as the case may be, the Company or such Guarantor, as the case may be, will shall pay such additional amounts (“the "Additional Amounts”") as may be necessary so that will result in the net amount receipt by the Holders of such amounts as would have been received by each Holder of Securities will equal the amount that the Holder would have received them if the Taxes no such withholding or deduction had not been required to be withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with in respect to a payment made to a Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any Security: (i) held by, or by a third party on behalf of, a holder which is liable for such taxes, duties, assessments, levies, imposts or governmental charges in respect of such Security by reason of its (or a fiduciary, settlor, member or shareholder, beneficiary of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) having some present or former connection between with the Holder and Bermuda, Cayman Islands or Brazil (including being or having been a citizen or resident of the Cayman Islands or Brazil or being or having been engaged in trade or business therein) other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or Security; or (ii) where (in the exercise or enforcement case of rights under the Securitiesa payment of principal, the Guaranteespremium, if any, or this Indentureinterest on the Maturity Date or date of earlier redemption) the relevant Security is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had surrendered the relevant Security on the last day of such period of 30 days; or (biii) of any if such tax is an estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities tax or any other Taxes similar tax, assessment, levy, impost or governmental charge; or (iv) if such amount is (a) payable other than by withholding from a payment on such Security, or deduction(b) required to be withheld by a paying agent and such payment can be made without such withholding by any other paying agent; or (v) if such tax, except as described below duty, assessment, levy, impost or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge would not have been imposed but for the presentation failure of such holder to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Cayman Islands or Brazil of the SecuritiesHolder or beneficial owner of such Security if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such tax, duty, assessment, levy, impost or governmental charge; or (vi) where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 2003/48/EC of Taxes but for 3 June 2003 on taxation of savings income in the failure form of interest payments or any European Union Directive otherwise implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to make a valid declaration conform to, any such Directive; or (vii) in the case of non-residence or other similar claim for exemption, if: any combination of items (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and through (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicablevi).

Payment of Additional Amounts. Unless If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (a "Payor") is organized or otherwise required considered by Bermudan lawa taxing authority to be a resident for tax purposes, neither any jurisdiction from or through which the Company nor Payor makes a payment on the Securities, or, in each case, any Guarantor political organization or governmental authority thereof or therein having the power to tax (the "Relevant Tax Jurisdiction") in respect of any payments under the Securities, the Payor will deduct or withhold from payments made with respect pay to each Holder of a Security, to the Securities and the Guaranteesextent it may lawfully do so, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary so in order that the net amount received by each amounts paid to such Holder of Securities will equal be not less than the amount that specified in such Security to which such Holder is entitled; provided, however, the Holder would have received if the Taxes had Payor will not been be required to be withheld or deducted; provided that no make any payment of Additional Amounts will be payable with respect to a payment made to a Holder to the extent: for or on account of: (a1) that any Taxes Any tax, assessment or other governmental charge which would not have been so imposed but for (a) the existence of any present or former connection between the such Holder and Bermuda(or between a fiduciary, other than the mere receipt settlor, beneficiary, member or shareholder of, or possessor of the paymenta power over, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the GuaranteesHolder, if anysuch Holder is an estate, trust, partnership, limited liability company or this Indenture; corporation) and the Relevant Tax Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, a Security (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which the such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever is lateroccurs later (in either case (x) or (y), except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities Security been presented for payment on any date during such 30-day period; ); (2) Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (d3) Any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder would not be liable or subject the beneficial owner of the Security to such withholding comply with a reasonable and timely request of the Payor addressed to the Holder to provide information, documents or deduction of Taxes but for other evidence concerning the failure to make a valid declaration of non-nationality, residence or other similar claim for exemption, if: (i) the making identity of the declaration Holder or claim such beneficial owner which is required or imposed by a statute, treaty, regulation, ruling regulation or administrative practice of the relevant taxing authority jurisdiction as a precondition to an exemption fromfrom all or part of such tax, assessment or reduction in, other governmental charge; or (4) Any combination of the relevant Taxesabove; and (ii) at least 60 days prior to the first payment nor will Additional Amounts be paid with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders any payment of the Securities in writing that they shall principal of, or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to provide this declaration be included in the income for tax purposes of a beneficiary or claimsettlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Company and Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such Guarantor shall also (wacknowledgment is not available, a certified copy thereof) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the SecuritiesSecurities or the Paying Agents, within 60 days after as applicable, upon request therefor. The Company and the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor Subsidiary Guarantors will pay any present or future stamp, issue, registration, court or documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United Statestaxes, or any political subdivision other excise or taxing authority property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or in any other document or instrument referred to therein (other than a transfer of the foregoing Securities), or the receipt of any payments with respect to the creationSecurities, issueexcluding any such taxes, offeringcharges or similar levies imposed by any jurisdiction outside the Republic of the Xxxxxxxx Islands or any jurisdiction in which a paying agent is located, enforcementother than those resulting from, redemption or retirement required to be paid in connection with, the enforcement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under other such document or instrument following the occurrence of any Event of Default with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateSecurities. Whenever All references in this Indenture there is mentionedto principal of, in any context, the payment of principal of and premium, if any, and interest on the Securities will include any Additional AmountsAmounts payable by the Payor in respect of such principal, such premium, if any, or interest (including defaulted and such interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to If the Securities of a particular series provide for payment of Additional Amounts, all payments of principal and the Guaranteesinterest (including payments of discount and premium, if any) in respect of the Securities of such series shall be made free and clear of, and without withholding or deduction for or on account account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the United Kingdom or by or within any political subdivision thereof or any authority therein or thereof having power to tax (“United Kingdom Taxes”), unless such withholding or deduction is required by law. In the that event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect shall pay to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay Holder such additional amounts (the “Additional Amounts”) as may be necessary so that will result in the net amount received by each payment to such Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent: (a) that any Taxes would not otherwise have been so imposed but for receivable by such Holder in the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition absence of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below that no such Additional Amounts shall be payable: (i) to, or as otherwise provided to a Person on behalf of, a Holder who is liable for such United Kingdom Taxes in this Indenture; respect of Securities by reason of such Holder having some connection with the United Kingdom (cincluding being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the United Kingdom) that any such Taxes would not have been imposed but for other than the presentation mere holding of a Security or the Securitiesreceipt of principal and interest (including payments of discount and premium, if any) in respect thereof; (ii) to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required, ) for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is laterRelevant Date, except to the extent that the beneficiary or such Holder thereof would have been entitled to such Additional Amounts had the Securities been presented on presenting such Security for payment on any date during the last day of such 30-day periodperiod of 30 days; (iii) to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required) in the United Kingdom; or (iv) to, or (d) that the to a Person on behalf of, a Holder who would not be liable or subject to such the withholding or deduction of Taxes but for the failure to make by making a valid declaration of non-residence or other similar claim for exemptionexemption to the relevant tax authority. Such Additional Amounts will also not be payable where, if: had the beneficial owner of the Security (or any interest therein) been the Holder of the Security, he or she would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (i) through (iv) above. If the making Company shall determine that Additional Amounts will not be payable because of the declaration immediately preceding sentence, the Company will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice premium in respect of the relevant taxing authority Securities shall be deemed also to refer to any Additional Amounts that may be payable as a precondition to an exemption from, set forth in this Indenture or reduction in, in the relevant Taxes; and (ii) at Securities. At least 60 days 10 Business Days prior to the first payment Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to which the Company or such Guarantor shall apply this clause (dmatters set forth in the below-mentioned Officers’ Certificate), the Company will furnish to the Trustee and the Paying Agents an Officers’ Certificate instructing the Trustee and the Paying Agents whether payments of principal of or such Guarantor shall have notified all Holders of interest on the Securities in writing that they due on such Interest Payment Date shall be without deduction or withholding for or on account of any United Kingdom. If any such deduction or withholding shall be required, prior to such Interest Payment Date, the Company will furnish the Trustee and the Paying Agents with an Officers’ Certificate that specifies the amount, if any, required to provide this declaration be withheld on such payment to Holders and certifies that the Company shall pay such withholding or claimdeduction. The Company covenants to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with actions taken or omitted by the Trustee in reliance on any Officers’ Certificate furnished pursuant to this paragraph. Any Officers’ Certificate required by this Section 1009 to be provided to the Trustee and any Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such Guarantor Paying Agent. The Company shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld furnish to the relevant taxing authority in accordance with all applicable laws; Trustee the official receipts (yor a certified copy of the official receipts) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make United Kingdom Taxes. Copies of such receipts shall be made available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)upon request.

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments made If with respect to the Securities and the Guaranteesof any series it is specified pursuant to Section 2.5 that this Section 3.9 shall apply to Securities of such series and, as a result, that Section 10.7 shall apply thereto, then all payments in respect of Securities of such series including, without limitation, payments of principal, interest, if any, and premium, if any, shall be made by the Issuer without withholding or deduction for or on account of any present or future taxes, duties, levies, or other governmental charges of whatever nature in effect on the date of the Indenture or imposed or established in the future by or on behalf of The Netherlands or any authority in The Netherlands ("Taxes"). In the event that either the Company any such Taxes are so imposed or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beestablished, the Company or such Guarantor, as the case may be, will Issuer shall pay such additional amounts (“"Additional Amounts”") as may be necessary so in order that the net amount received amounts receivable by each Holder of Securities will a Security of such series after any payment, withholding or deduction in respect of such Taxes shall equal the amount that the Holder respective amounts of principal, interest, if any, and premium, if any, which would have received if been receivable in respect of the Taxes had not been required to be withheld Securities in the absence of such payment, withholding or deducteddeduction; provided except that no such Additional Amounts will be payable with respect to a any payment made on any Security of such series to, or to a third party on behalf of, a Holder to the extent: (a) for or on account of any such taxes or liabilities whatever that any Taxes would not have been so imposed but for the existence by reason of any present or former connection between (i) the Holder and Bermuda, being a resident of The Netherlands or having some connection with The Netherlands other than the mere holding of such Security or the receipt of the paymentprincipal, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guaranteesinterest, if any, or this Indenturepremium, if any, in respect thereof; (bii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation by the Holder of the Securities, where presentation is required, a Security of such series for payment on a date more than 30 thirty (30) days after the date on which the such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (iii) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge; (iv) any tax, assessment or other governmental charge which is laterpayable otherwise than by withholding from payments on or in respect of any Security; or (v) any combination of items (i), except (ii), (iii) or (iv). Furthermore, no Additional Amounts shall be paid with respect to any payment on a Security of such series to a Holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that the a beneficiary or Holder thereof 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 the Securities such beneficiary, settlor, member or beneficial owner been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence Security of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateseries. Whenever in this Indenture or the Securities of any series to which this Section 3.9 is applicable there is mentioneda reference, in any context, to the payment of the principal of and premiumor interest, if any, Additional Amounts, if anyon, or interest (including defaulted interest)in respect of, if any, or any other amount payable on or with respect Security to any of the Securitieswhich this Section 3.9 is applicable, such mention payment shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof of such payment pursuant to the provisions of this such Section 3.07 and express mention of the payment of Additional Amounts (if applicable) in those provisions any provision hereof or thereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made made. Except as specifically provided in this Section 3.9 and Section 10.7 with respect to Securities of any series to which such sections are applicable, the Issuer 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." (if applicable)g) With respect to Securities issued on or after the date hereof, the first 25 words of Section 10.7 of the Indenture are hereby deleted and replaced with the following: "If, with respect to Securities of any series it is specified pursuant to Section 2.5 that Section 3.9 and this Section 10.7 shall be applicable to Securities of such series, at any time after the date of issuance of Securities of such series pursuant to this Indenture, as a result of any change in,".

Payment of Additional Amounts. Unless otherwise required by Bermudan law(a) The Issuer will pay as additional interest, neither the Company nor any Guarantor will deduct or withhold from payments made with in respect to the Securities and the Guarantees, if any, on account of any present payment of principal of or future Taxes. In interest on any Note to a registered holder or beneficial owner thereof that, in the event that either case of payment by the Company Issuer, is not a resident of the jurisdiction of incorporation or residence for tax purposes of the Issuer or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities successor entity, or any Guaranteespolitical subdivision or taxing authority thereof or therein (the “Issuer Jurisdiction”) for purposes of taxation, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder such registered holder or beneficial owner of Securities a Note, after deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges (“Taxes”) whatsoever imposed, assessed, levied or collected by or for the account of or as a result of such payment by the Issuer Jurisdiction will equal not be less than the amount that the Holder such holder would have received if the such Taxes had not been required to be withheld or deducted; provided provided, however, that no the Issuer shall not be required to pay any Additional Amounts will be payable with respect to a payment made to a Holder to the extent: for or on account of: (ai) Any present or future Tax that any Taxes would not have been so imposed imposed, assessed, levied or collected but for the existence fact that the registered holder of any a Note (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or engaging or having been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically present in the Issuer Jurisdiction or former otherwise having or having had some connection between with the Holder and Bermuda, Issuer Jurisdiction other than the mere receipt of the paymentholding or ownership of, acquisition, ownership or disposition of such Securities or the exercise collection of principal of, and interest on, a Note; (ii) Any present or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) future Tax that any such Taxes would not have been imposed so imposed, assessed, levied or collected but for the presentation of the Securitiesfact that, where presentation is requiredrequired in order to receive payment, for payment on a date Note was presented more than 30 days after the date on which the such payment became due and payable or the date on which payment thereof is duly was provided for, whichever is later; (iii) Any estate, except to the extent inheritance, gift, transfer, personal property or similar Tax; (iv) Any present or future Tax that the beneficiary is payable otherwise than by deduction or Holder thereof withholding from payments on or in respect of a Note; (v) Any present or future Tax that would not have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; so imposed, assessed, levied or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes collected but for the failure by the registered holder or the beneficial owner of a Note to make comply, following a valid declaration of non-written request addressed to the registered holders, with any certification, identification or other reporting requirements concerning the nationality, residence or other similar claim for exemption, if: (i) identity of such registered holder or beneficial owner or its connection with the making of the declaration or claim Issuer Jurisdiction if compliance is required or imposed by statute, treaty, regulation, ruling regulation or administrative practice of the relevant taxing authority Issuer Jurisdiction as a precondition condition to relief or exemption from such Tax; (vi) Any withholding or deduction imposed on a payment to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior individual that is required to be made pursuant to the first payment with respect to European Union Directive on the taxation of savings which was adopted on June 3, 2003 and which implements the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders conclusions of the Securities in writing that they shall be required to provide this declaration or claim. The Company ECOFIN Council meeting of November 26 and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request27, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States2000, or any political subdivision law implementing or taxing authority complying with, or introduced in order to conform to, such Directive; (vii) Any withholding or deduction that is imposed on any Note that is presented for payment, where presentation is required, by or on behalf of a registered holder who would have been able to avoid such withholding or deduction by presenting such Note to another paying agent; or (viii) Any combination of Taxes described in (i) through (vii) above; nor will Additional Amounts be paid in respect of any payment in respect of the Notes to any registered holder or beneficial owner of the Notes that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Issuer Jurisdiction to be included in the foregoing with respect to the creation, issue, offering, enforcement, redemption income for tax purposes of a beneficiary or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts settlor with respect to such paymentfiduciary or a member of such partnership or a beneficial owner that would not have been entitled to such amounts had such beneficiary, settlor, member or beneficial owner been the Company (or in respect registered holder of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)Notes.

Payment of Additional Amounts. Unless otherwise All payments of principal and interest made by the Issuer in respect of the Notes and made by the Guarantor in respect of the Intercompany Loan, and all payments pursuant to the Guarantee, shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the British Virgin Islands or Hong Kong or any authority therein or thereof having power to tax ("Taxes"), unless such withholding or deduction of such Taxes is required by Bermudan law, neither law or by the Company nor any Guarantor will deduct interpretation or withhold from payments made with respect to the Securities and the Guarantees, if any, on account of any present or future Taxesadministration thereof. In that event, the event that either Issuer or the Company Guarantor, as applicable, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the holders of the Notes or any Guarantor is required to withhold or deduct on account the Issuer in respect of any Taxes due from any payment made under or with respect to the Securities or any GuaranteesIntercompany Loan, as the case may be, of such amounts as would have been payable to such holders or the Company or such GuarantorIssuer, as the case may be, will pay had no such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder withholding or deduction of Securities will equal the amount that the Holder would have received if the such Taxes had not been required to be withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with respect to a payment made to a Holder to the extent: payable: (a) in respect of any such Taxes that any Taxes would not have been so imposed imposed, deducted or withheld but for the existence of any present or former connection between the Holder holder or beneficial owner of a Note or the Guarantee, as the case may be (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, a holder or beneficial owner of a Note or the Guarantee, if such holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and Bermudathe British Virgin Islands or Hong Kong or any political subdivision or any authority thereof or therein or any territory or possession thereof or area subject to its jurisdiction, as the case may be, otherwise than merely holding such Note or the Guarantee or receiving principal or interest in respect thereof; (b) in respect of any Note or the Guarantee presented for payment (where presentation is required) more than 30 days after the relevant date, except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on the last day of such 30-day period. For this purpose, the "relevant date" in relation to any Note or the Guarantee means (i) the due date for payment thereof and (ii) if the full amount payable on such due date has not been received in The City of New York by the Trustee on or prior to such due date, the first date on which such full amount has been so received and notice to that effect has been given to the holders of the Notes; (c) in respect of any such Taxes withheld or deducted from any payment under or with respect to any Note or Guarantee: (i) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26- 27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive or (ii) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union; (d) in respect of any such Taxes payable otherwise than by deduction or withholding from payments under or with respect to any Note or the Guarantee; (e) in respect of any such Taxes that would not have been so imposed, deducted or withheld if the holder or beneficial owner of a Note or the Guarantee or the beneficial owner of any payment on such Note or the Guarantee had (i) made a declaration of non-residence or any other claim or filing for exemption to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the British Virgin Islands or Hong Kong of such holder or beneficial owner of such Note or the Guarantee or any payment on such Note or the Guarantee (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the British Virgin Islands or Hong Kong as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the British Virgin Islands or Hong Kong, the holder of such Note or the Guarantee at that time has been notified by the Issuer, any Guarantor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (f) in respect of any payment under or with respect to a Note or the Guarantee to any holder that is a fiduciary or partnership or any person other than the mere receipt sole beneficial owner of the such payment, acquisitionNote or Guarantee, ownership to the extent that a beneficiary or disposition settlor with respect to such fiduciary, a member of such Securities a partnership or the exercise beneficial owner of such payment, Note or enforcement Guarantee would not have been entitled to such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of rights under the Securities, the Guarantees, if any, or this Indenture; such Note; (bg) in respect of any estate, inheritance, gift, sales, excise, transfer or personal property Taxes imposed with respect to the Securities tax or similar tax, assessment or governmental charge; or (h) any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; combination of items (ca) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or through (dg) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateabove. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest)in respect of any Note, if any, or any other amount payable on or with in respect to any of the SecuritiesIntercompany Loan or in respect of the Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein or in this Section 3.07 the Intercompany Loan, as the case may be, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant hereto or in the Intercompany Loan, as the case may be. The foregoing provisions in this Section 3.09 shall apply in the same manner with respect to the provisions of this Section 3.07 and express mention jurisdiction in which any successor Person to the Issuer (including any entity substituted in place of the payment Issuer, or of Additional Amounts in those provisions hereof shall not be construed any previous substituted company, pursuant to Section 3.11) or the Guarantor is organized or any authority therein or thereof having the power to tax (a "Successor Jurisdiction") substituting such Successor Jurisdiction for the British Virgin Islands or Hong Kong, as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)the case may be.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawIn the event that any payments due and payable on the Bonds, neither the Company nor or any Guarantor will deduct delivery of Shares or withhold from payments made with respect to the Securities and the Guarantees, other cash payment (if any) on conversion of the Bonds, is subject to withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature (“Taxes. In ”) imposed, levied, collected, withheld or assessed by or on behalf of Singapore, France or the event that either the Company United States or any Guarantor is required to withhold or deduct on account of any Taxes due other jurisdiction from which any payment is made under or with respect to on the Securities Bonds (or any Guarantees, as the case may bepolitical subdivision or Taxing Authority thereof), the Company or such Guarantor, as the case may be, will shall pay such additional amounts (the “Additional Amounts”) in respect of such payments as may be necessary so in order that the net amount amounts received by each Holder of Securities will the Holders after such withholding or deduction shall equal the amount respective amounts that the Holder would have received if been receivable in respect of the Taxes had not been required to be withheld Bonds in the absence of such withholding or deducted; provided deduction, except that no such Additional Amounts will shall be payable with respect to a payment made to a Holder to the extent: for or on account of: (a) that any Taxes that would not have been so imposed but for for: (i) the existence of any present or former connection between the Holder and/or the beneficial owner of such Bond and BermudaSingapore, France or the United States, other than merely holding such Bond, including such Holder and/or beneficial owner being or having been a national, domiciliary or resident of or treated as a resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; or (ii) the mere receipt presentation of such Bond (if presentation is required) more than thirty (30) days after the later of the paymentdate on which any payment on such Bond became due and payable pursuant to the terms thereof or the date that such payment was made or duly provided for, acquisition, ownership or disposition except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Bond for payment on any date within such thirty (30) day period; or (iii) the presentation of such Securities or Bond (if presentation is required) for payment in the exercise or enforcement of rights under the SecuritiesUnited States, the Guarantees, if any, or this Indentureunless such Bond could not have been presented for payment elsewhere; or (b) of any estate, inheritance, gift, salessale, transfer or transfer, stamp, personal property Taxes or similar tax, assessment or other governmental charge including without limitation withholding or deduction imposed with respect on a payment to an individual and required to be made pursuant to any European Union Directive 2003/48/EC on the Securities taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27 2000 or any other Taxes payable other than by withholding law implementing or deduction, except as described below or as otherwise provided in this Indenturecomplying with such Directive; or (c) any tax, assessment or other governmental charge that any such Taxes would not have been is imposed but for the presentation or withheld by reason of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to comply by the Holder or the beneficial owner of the Bond with a request by the Company addressed to the Holder to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner, or to make a valid any declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim satisfy any information or reporting requirement that is required or imposed by a statute, treaty, regulation, ruling regulation or administrative practice of the relevant taxing authority jurisdiction as a precondition to an exemption fromfrom all or a part of such tax, assessment or reduction in, other governmental charge; or (d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant TaxesBond to another Paying Agent or Conversion Agent in a Member State of the European Union; or (e) any combination of Taxes referred to in the preceding sub-clauses (a), (b), (c) and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), . The Company’s obligation hereunder to pay the Company Additional Amounts resulted from tax deduction or such Guarantor shall have notified all Holders withholding under the laws of the Securities United States shall cease upon the Holders’ election not to have their Bonds redeemed under Section 3.6. Any reference in writing that they shall be required this Indenture to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or payable in respect of the Guarantees, such Guarantor) Bonds or delivery of Shares upon conversion of the Bonds shall deliver be deemed also to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that include any such Additional Amounts will that may be payable, and payable in accordance with the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever provisions described in this Indenture there is mentioned, in any context, and under the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any terms of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)Bonds.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawThe Issuers will, neither the Company nor any Guarantor will deduct or withhold from payments made with respect subject to the Securities limitations and the Guaranteesexceptions set forth below, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required pay to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or each Holder such Guarantor, as the case may be, will pay such additional amounts (“the "Additional Amounts”") as may be necessary so in order that the every net amount received by each Holder payment or deemed payment of Securities will equal the amount that the Holder would have received (i) principal, premium and interest, if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable any, with respect to a payment made Security, or (ii) net proceeds on the sale or exchange of a Security, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to a Holder to tax, will result in the extent: (a) receipt by the Holders of the amounts that any Taxes would not have been so imposed but for the existence received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any present or former connection between the Holder and BermudaSecurity for: (1) any tax, other than the mere receipt of the paymentduty, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anyassessment, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge which would not have been imposed but for the presentation fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of the Securitiespayment under, where presentation is required, such Security; (b) presented such Security for payment on a date in The Bahamas or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; or (c) presented such Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Security; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the Securities been presented for payment on beneficial owner directly held the Security; or (4) any date during such 30-day period; or combination of items (d1), (2) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d3), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, mentioned herein in any context, the payment of the principal of and premium, if any, Additional Amounts, if anyor any premium or interest on, or interest (including defaulted interest)in respect of, if any, any Security or the net proceeds received on the sale or exchange of any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the Indenture. Without limiting a Holder's right to receive payment of Additional Amounts Amounts, in those provisions hereof shall not be construed as excluding the event that Additional Amounts actually paid with respect to the Securities are based on rates of deduction or withholding of Bahamian taxes in those provisions hereof where excess of the appropriate rate applicable to the Holder of such express mention Securities and, as a result thereof, such Holder of Securities is not made (if applicable)entitled to make a claim for a refund or credit of such excess, then such Holder of Securities shall, by accepting the Securities and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuers. By making such assignment, the Holder of Securities makes no representation or warranty that the Issuers will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. Unless otherwise required provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, all payments of principal and interest by Bermudan lawor on behalf of the Issuer in respect of any Security will be made without withholding or deduction for, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and the Guarantees, if any, on account of of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the United Kingdom, or any political sub-division of, or any authority of, or in, the United Kingdom having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beevent, the Company or such Guarantor, as the case may be, Issuer will in respect of payments of principal and interest pay such additional amounts (“Additional Amounts”) on the Security as may shall be necessary so in order that the net amount received by each the Holder of Securities will the Security after such withholding or deduction shall equal the amount that the Holder respective amounts which would have received if been receivable in respect of the Taxes had not been required Security in the absence of any requirements to be withheld make such presented for withholding or deducted; provided deduction (“Additional Amounts”), except that no such Additional Amounts will shall be payable with respect in relation to a any Security: (1) presented for payment made to by, or on behalf of, a Holder to who is liable for such taxes, duties or governmental charges in respect of such Security by reason of his having some connection with the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, United Kingdom other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anySecurity; or (2) presented for payment by, or this Indenture; on behalf of, a holder who would be able to avoid such withholding or deduction by complying with any statutory requirements (bincluding, but not limited to, obtaining and/or presenting any form of certificate) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities by mailing a declaration or any other Taxes payable other than by withholding statement or deductionclaim for exemption (including, except as described below or as otherwise provided in this Indenturebut not limited to, a declaration of nonresidence), but fails to do so; or (c3) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, presented for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, Relevant Date (as defined below) except to the extent that the beneficiary or relevant Holder thereof would have been entitled to such Additional Amounts on presenting the Security for payment on such thirtieth day assuming that day to have been a Payment Day (as defined below). No Additional Amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest, if any, on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had the Securities such beneficiary, settlor, member or beneficial owner been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to of any such withholding or deduction of Taxes but for Security. For the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction inpurposes hereof, the relevant Taxes; “Relevant Date” means the date on which a payment first becomes due and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d)payable, the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit except that, if the full amount of Taxes deducted or withheld to the monies payable has not been received by the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts Paying Agent or the relevant Senior Trustee on or prior to obtain from each such due date, it means the first date on which, the full amount of such monies having been so received and being available for payment to Holders of the relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon requestSecurity, make available notice to that effect shall have been duly given to the Holders of the Securitiesrelevant Security. For the purposes of this Section 10.08, within 60 days after the date the payment of a “Payment Day” means any Taxes deducted or withheld is due pursuant to applicable lawday which is, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect subject to the creationprovisions of Section 10.10, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date a day on which any payment under or with respect to the Securities is due commercial banks and payableforeign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee England and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateCity of New York. Whenever in this Senior Indenture there is mentioned, in any context, the payment of the principal of and (or premium, if any, Additional Amountson) or interest, if any, or interest (including defaulted interest), if any, or on any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the terms of such Securities and this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts (if applicable) in those any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of Additional Amounts as contemplated by Section 3.01(15), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer will furnish the Senior Trustee for that series of Securities with an Officers’ Certificate instructing such Senior Trustee whether such payment of principal of (and premium, if any, on) and interest, if any, on the Securities of that series shall be made (to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if applicable)any, required to be withheld on such payments to such Holders of Securities and the Issuer will pay to the Senior Trustee for such series of Securities such Additional Amounts as may be required pursuant to the terms applicable to such series. The Issuer covenants to indemnify the Senior Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.08 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer shall survive payment of all of the Securities, the satisfaction and discharge of this Senior Indenture, and the resignation or removal of the Senior Trustee or any Paying Agent for such series of Securities.

Payment of Additional Amounts. Unless otherwise required by Bermudan lawprovided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, neither the Company nor any Guarantor will deduct or withhold from all payments made with respect to the Securities of principal (and the Guaranteespremium, if any) and interest and Deferred Interest, if any by or on behalf of the Issuer or the Guarantor in respect of any Security will be made without withholding or deduction for, or on account of of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the United Kingdom or Hong Kong, or any political sub-division of, or any authority of, or in, the United Kingdom or Hong Kong having power to tax (the “Taxing Jurisdiction”), unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beevent, the Company Issuer or such the Guarantor, as the case may be, will in respect of payments of principal (and premium, if any) and interest and Deferred Interest, if any pay such additional amounts (“Additional Amounts”) on the Security as may shall be necessary so in order that the net amount received by each the Holder of Securities will the Security after such withholding or deduction shall equal the amount that the Holder respective amounts which would have received if been receivable in respect of the Taxes had not been required Security in the absence of any requirements to be withheld make such presented for withholding or deducted; provided deduction (“Additional Amounts”), except that no such Additional Amounts will shall be payable with respect in relation to a any Security: (1) presented for payment made to by, or on behalf of, a Holder to who is liable for such taxes, duties or governmental charges in respect of such Security by reason of his having some connection with the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, Taxing Jurisdiction other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anySecurity; or (2) presented for payment by, or this Indenture; on behalf of, a Holder who would be able to avoid such withholding or deduction by complying with any statutory requirements (bincluding, but not limited to, obtaining and/or presenting any form of certificate) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities by mailing a declaration or any other Taxes payable other than by withholding statement or deductionclaim for exemption (including, except as described below or as otherwise provided in this Indenturebut not limited to, a declaration of nonresidence), but fails to do so; or (c3) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, presented for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, Relevant Date except to the extent that the beneficiary or relevant Holder thereof would have been entitled to such Additional Amounts had on presenting the Securities been presented Security for payment on any date during such 30-thirtieth day period; or (d) assuming that the Holder would not day to have been a Payment Day. No Additional Amounts will be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority paid as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment provided above with respect to which any payment of principal of (or premium, if any, on) or interest, if any, or Deferred Interest, if any on any such Security to any Holder who is a fiduciary or partnership or other than the Company or sole beneficial owner of any such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld payment to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted extent that a beneficiary or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts settlor with respect to such paymentfiduciary, a member of such a partnership or the Company (or in respect beneficial owner of the Guarantees, such Guarantor) shall deliver payment would not have been entitled to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payablehad such beneficiary, and settlor, member or beneficial owner been the amounts so payable and will set forth Holder of any such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateSecurity. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of and (or premium, if any, Additional Amountson) or interest, if any, or interest Deferred Interest (including defaulted interestor, with respect to the Perpetual Subordinated Capital Securities, any other payments), if any, or any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the terms of such Securities and this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts (if applicable) in those any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of Additional Amounts as contemplated by Section 3.01(16), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest and Deferred Interest, if any, if there has been any change with respect to the matters set forth in the below- mentioned Officers’ Certificate, the Issuer and the Guarantor will furnish the Subordinated Trustee for that series of Securities with an Officers’ Certificate instructing such Subordinated Trustee whether such payment of principal of (and premium, if any, on) and interest, if any, and Deferred Interest, if any, on the Securities of that series shall be made (to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if applicable)any, required to be withheld on such payments to such Holders of Securities and the Issuer or the Guarantor, as the case may be, will pay to the Subordinated Trustee for such series of Securities such Additional Amounts as may be required pursuant to the terms applicable to such series. The Issuer and the Guarantor, jointly and severally, covenant to indemnify the Subordinated Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.07 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer and the Guarantor shall survive payment of all of the Securities, the satisfaction and discharge of this Subordinated Indenture, and the resignation or removal of the Subordinated Trustee or any Paying Agent for such series of Securities.

Payment of Additional Amounts. Unless otherwise required All payments by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments made with Issuers in respect to of the Securities and the Guarantees, if any, shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature, including penalties, interest and any other liabilities related thereto (“Taxes”), imposed or levied by or on behalf of The Netherlands or any relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax, unless the Issuers are compelled by law to deduct or withhold such taxes, duties, assessments or other governmental charges. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may besuch event, the Company or such Guarantor, as the case may be, will Issuers shall pay such additional amounts (“Additional Amounts”) as may be necessary so to ensure that the net amount amounts received by each Holder the Holders of the Securities will after such withholding or deduction shall equal the respective amounts of principal and interest that would have been receivable in respect of the Securities in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of any Security (i) presented for payment of principal more than 60 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in New York City by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Securityholders by the Trustee, except to the extent that the Holder Securityholder would have received if the Taxes had not been required entitled to be withheld or deducted; provided that no such Additional Amounts will be on presenting such Security for payment on the last day of the applicable 60 day period; (ii) if any tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Securityholder or, if different, the beneficial owner of the interest payable on the Security with respect a timely request of the Issuers addressed to a payment made to a such Holder to provide information, documents or other evidence con­cerning the extent: nationality, residence, identity or connection with The Netherlands or any relevant jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or admin­istrative practice of The Netherlands or any relevant jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (aiii) that held by or on behalf of a Securityholder who is liable for Taxes in respect of such Security by reason of having some connection with The Netherlands or any Taxes would not have been so imposed but for the existence of relevant jurisdiction (or any present political subdivision or former connection between the Holder and Bermuda, authority thereof) other than the mere receipt of the paymentpurchase, acquisition, ownership holding or disposition of such Securities any Security, or the exercise receipt of principal or enforcement interest in respect thereof, including, without limitation, such Securityholder being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (iv) to the extent that such Additional Amounts exceed the Additional Amounts that would have been payable had such Securityholder or beneficial owner of rights under the Securities, interest not failed to be a resident of the Guarantees, United States within the meaning of the income tax treaty between the United States and The Netherlands or the United States and any other relevant jurisdiction; (v) to the extent that such Additional Amounts exceed the Additional Amounts that would have been payable had such Securityholder or beneficial owner of the interest (if anysuch person is a tax-exempt entity) not sold, or this Indentureagreed to sell, such Security within the three months of the acquisition thereof; or (bvi) on account of any estate, inheritance, gift, salessale, transfer or transfer, personal property Taxes imposed or other similar tax, assessment or other governmental charge; and any combination of (i), (ii), (iii), (iv), (v) or (vi), nor shall Additional Amounts be paid with respect to any payment of the Securities principal of, or any other Taxes payable interest on, any Security to any Securityholder who is a fiduciary or partnership or other than by withholding the sole beneficial owner of such payment to the extent that a beneficiary or deduction, except as described below settlor or as otherwise provided in this Indenture; (c) that any such Taxes beneficial owner would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Securities been presented for payment on any date during such 30-day period; or Securityholder. The Issuers will also (da) that the Holder would not be liable or subject to make such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed compelled by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; applicable law and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (xb) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified law. The Issuers will furnish copies of tax such receipts evidencing the payment of any Taxes so deducted or withheld; withheld in such form as provided in the normal course by the taxing authority imposing such Taxes and (z) upon request, make as is reasonably available to the Holders of Issuers to the Securities, Trustee within 60 days after the date of receipt of such evidence. The Trustee shall make such evidence available to the payment Holders of Securities upon request. If the Issuers have paid any Taxes deducted Additional Amounts to any Securityholder or, if different, the beneficial owner of the interest and such Person is entitled to a refund of the Tax to which such Additional Amounts are attributable from any competent taxation authority or withheld is due pursuant to applicable lawother governmental authority, certified copies of tax receipts evidencing then such payment by Person shall (a) as soon as practicable but in any event within 30 days after receiving a written request thereof from the Company or such Guarantor andIssuers, notwithstanding the Company’s or such Guarantor’s efforts comply with any administrative procedure to obtain such refund and (b) upon receipt of such refund promptly pay over such refund to the receiptsIssuers. If Additional Amounts are paid to a Securityholder or, if the same are not obtainable, other evidence of such payments. In additiondifferent, the Company beneficial owner of the interest, and subsequently it is determined that the Securityholder or beneficial owner of the interest was not entitled to such Additional Amounts, then such Securityholder or beneficial owner of the interest shall promptly refund to the Issuers the amount of all such Additional Amounts previously paid to the Securityholder or beneficial owner of the interest. All references herein and in the Securities to the principal of or interest on a Security shall be deemed to include any Guarantor Additional Amounts payable in connection therewith. The Issuers will pay any present or future stamp, issue, registration, court or documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision other excise or taxing authority of property taxes, charges or similar levies that arise in any jurisdiction from the foregoing with respect to the creationexecution, issue, offering, enforcement, redemption delivery or retirement registration of the Securities or Guaranteesany other document or instrument referred to herein or in the Securities. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes Issuers will be obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall Issuers will deliver to the Trustee and the Securities Administrator Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, payable and shall specify by country the amounts so to be payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause and the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever The Issuers shall indemnify the Trustee and any Paying Agent for, and hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. The obligations of the Issuers under this Section 4.19 shall survive the termination of this Indenture there is mentioned, in any context, and the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on all amounts under or with respect to any of the Securities, such mention shall be deemed . The Issuers will not take any voluntary action that results in their obligations to include mention of the payment of pay Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)Amounts.

Payment of Additional Amounts. Unless If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (a “Payor”) is organized or otherwise required considered by Bermudan lawa taxing authority to be a resident for tax purposes, neither any jurisdiction from or through which the Company nor Payor makes a payment on the Securities, or, in each case, any Guarantor political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Securities, the Payor will deduct or withhold from payments made with respect pay to each Holder of a Security, to the Securities and the Guaranteesextent it may lawfully do so, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so in order that the net amount received by each amounts paid to such Holder of Securities will equal be not less than the amount that specified in such Security to which such Holder is entitled; provided, however, the Holder would have received if the Taxes had Payor will not been be required to be withheld or deducted; provided that no make any payment of Additional Amounts will be payable with respect to a payment made to a Holder to the extent: for or on account of: (a1) that any Taxes tax, assessment or other governmental charge which would not have been so imposed but for (a) the existence of any present or former connection between the such Holder and Bermuda(or between a fiduciary, other than the mere receipt settlor, beneficiary, member or shareholder of, or possessor of the paymenta power over, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the GuaranteesHolder, if anysuch Holder is an estate, trust, partnership, limited liability company or this Indenture; corporation) and the Relevant Tax Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, a Security (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which the such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever is lateroccurs later (in either case (x) or (y), except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities Security been presented for payment on any date during such 30-day period; ); (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (d3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder would not be liable or subject the beneficial owner of the Security to such withholding comply with a reasonable and timely request of the Payor addressed to the Holder to provide information, documents or deduction of Taxes but for other evidence concerning the failure to make a valid declaration of non-nationality, residence or other similar claim for exemption, if: (i) the making identity of the declaration Holder or claim such beneficial owner which is required or imposed by a statute, treaty, regulation, ruling regulation or administrative practice of the relevant taxing authority jurisdiction as a precondition to an exemption fromfrom all or part of such tax, assessment or reduction in, other governmental charge; or (4) any combination of the relevant Taxesabove; and (ii) at least 60 days prior to the first payment nor will Additional Amounts be paid with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders any payment of the Securities in writing that they shall principal of, or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to provide this declaration be included in the income for tax purposes of a beneficiary or claimsettlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Company and Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such Guarantor shall also (wacknowledgment is not available, a certified copy thereof) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the SecuritiesSecurities or the Paying Agents, within 60 days after as applicable, upon request therefor. The Company and the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor Subsidiary Guarantors will pay any present or future stamp, issue, registration, court or documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United Statestaxes, or any political subdivision other excise or taxing authority property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to in this Indenture (other than a transfer of the foregoing Securities), or the receipt of any payments with respect to the creationSecurities, issueexcluding any such taxes, offering, enforcement, redemption charges or retirement of the Securities or Guarantees. At least 30 days prior to each date on which similar levies imposed by any payment under or with respect to the Securities is due and payable, if the Company jurisdiction outside Bermuda or any Guarantor becomes obligated jurisdiction in which a Paying Agent is located, other than those resulting from, or required to pay Additional Amounts with respect to such paymentbe paid in connection with, the Company (enforcement of this Indenture or in respect any other such document or instrument following the occurrence of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateany Event of Default. Whenever All references in this Indenture there is mentionedto principal of, in any context, the payment of principal of and premium, if any, and interest on the Securities will include any Additional AmountsAmounts payable by the Payor in respect of such principal, such premium, if any, or interest (including defaulted and such interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. Unless otherwise required by Bermudan lawprovided in the Board Resolution or supplemental indenture executed pursuant to Section 3.01 establishing the terms of a particular series of Securities, neither the Company nor any Guarantor Issuer will deduct or withhold from payments made with respect pay to the Securities Holder of any Security such additional amounts as may be necessary in order that every net payment of the principal of (and the Guaranteespremium, if any, on) and interest, if any, and Deferred Interest, if any, on any such Security after deduction or other withholding for or on account of any present or future Taxes. In tax, assessment, duty or other governmental charge of any nature whatsoever imposed, levied or collected by or on behalf of the event that either the Company United Kingdom or any Guarantor is required political subdivision or taxing authority thereof or therein having power to withhold or deduct tax, will not be less than the amount provided for in any such Security to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts will not apply on account of any Taxes due tax, assessment, duty or other governmental charge which is payable: (1) otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any such Security; or (2) by reason of such Holder having, or having had, some personal or business connection with the United Kingdom and not merely by reason of the fact that payments are, or for the purposes of taxation are deemed to be, from sources in, or secured in the United Kingdom; or (3) except in the case of the winding up of the Issuer in England, where the relevant Security is presented for payment made under or with respect in the United Kingdom; or (4) where the relevant Security is presented for payment more than 30 days after the Relevant Date (as defined below) except to the Securities or any Guarantees, as extent that the case may be, the Company or such Guarantor, as the case may be, will pay relevant Holder would have been entitled to such additional amounts on presenting the Security for payment on such thirtieth day; or (“Additional Amounts”5) as may be necessary so that the net amount received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment to an individual, where the deduction or withholding is required to be made pursuant to any law implementing or complying with Directive 2003/48/EC of the European Union or to any other directive on the taxation of savings implementing the conclusions of the meeting of the European Council of Economics and Finance Ministers of November 26-27, 2000 (or any supplemental ECOFIN meeting relating to such directive) or any agreement between the European Union and any other jurisdiction providing for equivalent measures; or (6) on a Security presented for payment by a Holder to the extent: (a) that any Taxes who would not have been so imposed but for able to avoid such deduction or withholding by presenting the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt relevant Security to another paying agent in a Member State of the payment, acquisition, ownership European Union or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indentureelsewhere; or (b7) of by reason by any estate, excise, inheritance, gift, sales, transfer transfer, wealth or personal property Taxes imposed with respect to the Securities tax or any other Taxes payable other than by withholding similar assessment or deduction, except governmental charge; or (8) as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation a result of the Securities, where presentation is required, for payment on failure of a date more than 30 days after the date on which the payment became due and payable Holder to satisfy any statutory requirements or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: ; or (i9) the making by reason of the declaration a change in law or claim is required or imposed by statute, treaty, regulation, ruling or administrative official practice of the any relevant taxing authority that becomes effective more than 30 days after the Relevant Date (as a precondition defined below) for payment of principal (or premium, if any) or interest or Deferred Interest, if any, in respect of such Security; or (10) owing to an exemption from, or reduction in, any combination of clauses (1) through (9) above (provided that such provision is applicable to the relevant Taxes; and (ii) at least 60 days prior to the first payment series of Securities in accordance with this Subordinated Indenture). No additional amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security. For the purposes hereof the “Relevant Date” means the date on which the Company payment of principal of (or such Guarantor shall apply this clause (d)premium, the Company if any, on) or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration interest or claim. The Company Deferred Interest, if any, on any Security first becomes due and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit payable but, if the full amount of Taxes deducted or withheld to the monies payable on such date has not been received by the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts Paying Agent or as it shall have directed on or prior to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In additiondate, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or “Relevant Date” means the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) monies shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts have been so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment datereceived. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of and (or premium, if any, Additional Amounts, if any, on) or interest or Deferred Interest (including defaulted interestor, with respect to the Perpetual Subordinated Capital Securities, any other payments), if any, or on any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts additional amounts provided for in the terms of such Securities and this Section 3.07 to the extent that, in such context, Additional Amounts additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts additional amounts (if applicable) in those any provisions hereof shall not be construed as excluding Additional Amounts additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts as contemplated by Section 3.01(22), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest and Deferred Interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer will furnish the Subordinated Trustee for that series of Securities with an Officers’ Certificate instructing such Subordinated Trustee whether such payment of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge as referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer will pay to the Subordinated Trustee for such series of Securities such additional amounts as may be required pursuant to the terms applicable to such series. The Issuer covenants to indemnify the Subordinated Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, willful default or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.07 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer shall survive payment of all of the Securities, the satisfaction and discharge of this Subordinated Indenture, and the resignation or removal of the Subordinated Trustee or any Paying Agent for such series of Securities. The Issuer hereby undertakes that, if any withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the proposal agreed by the European Council of the Economic and Finance Ministers (if applicable)“ECOFIN”) on January 21, 2003 or any law implementing or complying with, or introduced in order to conform to, any such Directive, it will ensure that it maintains a paying agent with a specific office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings income implementing those proposals or any such law; provided, that under no circumstances shall the Issuer be obliged to maintain a paying agent with a specified office in such member state unless at least one member state of the European Union does not require a paying agent making payments through a specified office in that member state to so withhold or deduct tax.

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from Any and all payments made with respect to the Securities a Holder of principal (and the Guaranteespremium, if any) and interest in respect of the Notes, and any and all payments to indemnify a Holder for taxes or duties as a result of a substitution of the issuer, as provided in Section 14.1(a)(2), will be made free and clear of, and without withholding or deduction for, any and all present and future withholding taxes, duties, assessments, levies, imposts or charges (“Taxes”) whatsoever imposed by or on account of behalf of, Luxembourg, Brazil, Peru or any present political subdivision or future Taxestaxing authority thereof or therein, unless such withholding or deduction is required by law. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beevent, the Company Issuer or such a Guarantor, as the case may be, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary so that will result in the net amount receipt by the Holders of such amounts as would have been received by each Holder of Securities will equal the amount that the Holder would have received them if the Taxes no such withholding or deduction had not been required to be withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with in respect to of any Note: (1) held by, or by a payment made to third party on behalf of, a Holder to the extent: or beneficial owner which is liable for such taxes, duties, assessments, levies, imposts or governmental charges in respect of such Note by reason of its (aor a fiduciary, settlor, member or shareholder, beneficiary of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) that any Taxes would not have been so imposed but for the existence of any having some present or former connection between the Holder and Bermudawith Luxembourg, Brazil or Peru (including being or having been a citizen or resident of Luxembourg, Brazil or Peru or being or having been engaged in trade or business therein) other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or Note; or (2) where (in the exercise or enforcement case of rights under the Securitiesa payment of principal, the Guaranteespremium, if any, or this Indentureinterest on the Maturity Date or date of earlier redemption) the relevant Note is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had surrendered the relevant Note on the last day of such period of 30 days; or (b3) of any if such Tax is an estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities tax or any other Taxes similar Tax, assessment, levy, impost or governmental charge; or (4) if such amount is (a) payable other than by withholding or deductiondeduction from a payment on such Note, except as described below or as otherwise provided in this Indenture(b) required to be withheld or deducted by a Paying Agent and such Holder of a Note would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent; or (c5) that any if such Taxes Tax, duty, assessment, levy, impost or governmental charge would not have been imposed but for the presentation failure of such Holder to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with Luxembourg, Brazil or Peru of the Securities, where presentation Holder or beneficial owner of such Note if (i) such compliance is required, for payment on required as a date more than 30 days after the date on which the payment became due and payable precondition to relief or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such exemption from withholding or deduction of Taxes but for the failure to make a valid declaration all or part of non-residence such tax, duty, assessment, levy, impost or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; governmental charge and (ii) at least 60 30 days prior to the first payment with respect to date on which the Company Issuer or such Guarantor shall apply a Guarantor, as the case may be, applies this clause (d5), the Company or such Guarantor shall it will have notified all Holders such Holder or beneficial owner of the Securities in writing a Note that they shall it will be required to provide this declaration or claim. The Company and comply with such Guarantor shall also requirement; or (w6) withhold or deduct such Taxes as required; (x) remit in the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment case of any Taxes deducted or withheld; and combination of items (z1) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company through (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable5).

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither All interest amounts payable in respect of the Company nor any Guarantor will deduct Notes shall be made without deduction or withhold from payments made with respect to the Securities and the Guarantees, if any, withholding for or on account of any present or future taxes, duties or governmental charges of any nature whatsoever imposed or levied by way of deduction or withholding by or on behalf of the Tax Jurisdiction (“Withholding Taxes”), unless such deduction or withholding is required by law. In the event that either of such withholding or deduction on payments of interest (but not in respect of the Company or any Guarantor is required to withhold or deduct on account payment of any Taxes due from any payment made under or with principal in respect of the Notes), the Issuer shall, to the Securities or any Guaranteesfullest extent permitted by law, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may will be necessary so in order that the net amount amounts received by each Holder the Holders, after such withholding or deduction for or on account of Securities any Withholding Taxes imposed upon or as a result of such payment by the Tax Jurisdiction, will equal the amount that respective amounts which would otherwise have been receivable in the Holder would have received if the Taxes had not been required to be withheld absence of such withholding or deducteddeduction; provided except that no such Additional Amounts will shall be payable with respect to a payment made to a Holder to the extent: on account of any taxes, duties or governmental charges which: (a) that are payable by any Taxes would not have been so imposed but for person acting as custodian bank or collecting agent on the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt of the payment, acquisition, ownership or disposition of such Securities Holder’s or the exercise or enforcement of rights under the Securities, the Guarantees, if anybeneficial owner’s behalf, or this Indentureotherwise in any manner which does not constitute a deduction or withholding by the Issuer from payments of interest made by the Issuer; or (b) in the case of any estateU.S. federal income taxes, inheritanceare imposed on interest received by or on behalf of (1) a 10-percent shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986 (the “Code”) and the regulations that may be promulgated thereunder) of the Issuer, gift, sales, transfer or personal property Taxes imposed with respect (2) a controlled foreign corporation that is related to the Securities Issuer within the meaning of Section 864(d)(4) of the Code, or any (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge would not have been imposed but for the presentation Holder’s or beneficial owner’s status as described in clauses (1) through (3) of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and this paragraph; or (c) would not be payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that such deduction or withholding could be avoided or reduced if the beneficiary Holder or beneficial owner of the Note (or any financial institution through which the Holder thereof would have been entitled to Additional Amounts had or beneficial owner holds the Securities been presented for Notes or through which payment on any date during such 30-day period; or the Note is made) (di) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make makes a valid declaration of non-residence or other similar claim for exemptionexemption to the relevant tax authority or complies with any reasonable certification, if: documentation, information or other reporting requirement imposed by the relevant tax authority or (iii) enters into or complies with any applicable certification, identification, information, documentation, registration, or other reporting requirement or agreement concerning accounts maintained by the making Holder or beneficial owner (or such financial institution) or concerning ownership of the declaration Holder or claim beneficial owner (or financial institution) or concerning such Holder’s or beneficial owner’s (or such financial institution’s) nationality, residence, identity or connection with the jurisdiction imposing such tax; or (d) are payable by reason of the Holder’s or the beneficial owner’s having, or having had, some personal or business connection with the Tax Jurisdiction and not merely by reason of the fact that payments in respect of the Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Tax Jurisdiction; or (e) are presented for payment more than 30 days after the Relevant Date except to the extent that the Holder or the beneficial owner would have been entitled to Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Business Day; or (f) are deducted or withheld by a paying agent from a payment if the payment could have been made by another paying agent without such deduction or withholding; or (g) would not be payable if the Notes had been kept in safe custody with, and the payments had been collected by, a banking institution; or (h) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of interest becomes due, or is required duly provided for and notice thereof is given in accordance with Section 11.04 of the Base Subordinated Indenture, whichever occurs later. No Additional Amounts or imposed by statuteany other amounts will be payable on account of any such withholding or deduction in respect of payments of principal. Moreover, treatyall amounts payable in respect of the Notes shall be made subject to compliance with Sections 1471 through 1474 of the Code, or any regulations or other official guidance promulgated thereunder, official interpretations thereof, or any applicable agreement entered into in connection therewith (including any agreement, law, regulation, ruling or administrative practice other official guidance implementing such agreement) (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) and any applicable agreement described in Section 1471(b) of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor Code. The Issuer shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated no obligation to pay Additional Amounts or otherwise indemnify a Holder or beneficial owner in connection with respect to any such payment, compliance with the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)Code.

Payment of Additional Amounts. Unless (a) The Company will make all payments of principal or interest (together with any Arrears of Interest, if applicable), and any other amounts otherwise due and payable under the Notes (including any Additional Amounts) by or on behalf of the Company, free and clear of, and without withholding or deduction for or on account of, any and all present and future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the United Kingdom or any authority therein or thereof having power to tax (the “Taxing Jurisdiction”), unless such withholding or deduction is required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and the Guarantees, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beevent, the Company or such Guarantor, as the case may be, will shall pay such additional amounts (“Additional Amounts”) as may be necessary so that shall result in receipt by the net amount Holders of Notes of such amounts as would have been received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes them had not no such withholding or deduction been required by law to be withheld or deducted; provided made, except that no such Additional Amounts will shall be payable with respect to any Note: (i) if it is presented for payment by, or on behalf of, a payment made to a Holder to the extent: (a) that any Taxes would not have been so imposed but holder or beneficial owner who is liable for the existence such taxes, duties, assessments or governmental charges in respect of any present such Note by reason of his having some current or former connection between with the Holder and Bermuda, United Kingdom other than the mere receipt holding (as Holder or beneficial owner) of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, Note; (ii) if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation it is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment by, or on behalf of, a holder or beneficial owner who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any date during such 30-day period; third party complies with any statutory requirements that are a precondition for an exemption from, or (d) a reduction in, the relevant taxes, duties, assessments or governmental charges or by making or procuring that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make any third party makes a valid declaration of non-residence or other similar claim for exemption, if: (i) exemption to any tax authority in the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of place where the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and Note is presented for payment; (iiiii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld if it is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company presented (or in respect of which the Guarantees, such Guarantorcertificate representing it is presented) shall deliver for payment more than 30 days after the Relevant Date (as defined in Section 2.14(b) below) except to the Trustee and extent that the Securities Administrator an Officers’ Certificate stating the fact that Holder of it would have been entitled to such Additional Amounts will on presenting it for payment on the thirtieth day; (iv) in respect of any taxes, duties, assessments or governmental charges required to be payablewithheld or deducted under sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any Treasury Regulations or other administrative guidance thereunder); or (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such directive or any agreement between the amounts so European Union and any jurisdiction providing for equivalent measures. (b) As used in this Section 2.14, “Relevant Date” in respect of any Note means the date on which payment in respect of it first becomes due or (if any amount of the money payable and will set forth such other information as is necessary to enable improperly withheld or refused) the Trustee date on which payment in full of the amount outstanding is made or to allow (if earlier) the Trustee to cause the Paying Agent to pay such Additional Amounts date seven days after that on which notice is duly given to the Holders on of Notes that, upon further presentation of the Note being made in accordance with the terms of the Notes, such payment date. Whenever will be made, provided that payment is in this Indenture there is mentionedfact made upon such presentation. (c) In the Indenture, in any context, the payment of reference to principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount being payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for payable with respect to principal or interest, as the case may be, in the circumstances set forth in this Section 3.07 to the extent that2.14, in such context, Additional Amounts are, were whether or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)so stated.

Payment of Additional Amounts. Unless otherwise required If any taxes, assessments or other governmental charges are imposed by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and the Guarantees, if any, on account of any present or future Taxes. In the event that either jurisdiction where the Company or a successor thereof (a "Payor") is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any Guarantor is required jurisdiction from or through which the Payor makes a payment on the Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to withhold or deduct on account tax (the "Relevant Tax Jurisdiction") in respect of any Taxes due from any payment made payments under or with respect the Securities, the Payor will pay to each Holder of a Security, to the Securities or any Guaranteesextent it may lawfully do so, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary so in order that the net amount received by each amounts paid to such Holder of Securities will equal be not less than the amount that specified in such Security to which such Holder is entitled; provided, however, the Holder would have received if the Taxes had Payor will not been be required to be withheld or deducted; provided that no make any payment of Additional Amounts will be payable with respect to a payment made to a Holder to the extent: for or on account of: (a1) that any Taxes Any tax, assessment or other governmental charge which would not have been so imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Holder and Bermuda, Relevant Tax Jurisdiction other than solely by the mere holding of Notes or by the receipt of principal or interest in respect of the paymentNotes, acquisitionincluding, ownership without limitation, such Holder (or disposition of such Securities fiduciary, settlor, beneficiary, member, shareholder or the exercise possessor) being or enforcement of rights under the Securities, the Guarantees, if any, having been a citizen or this Indenture; resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, a Security (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which the such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever is lateroccurs later (in either case (x) or (y), except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities Security been presented for payment on any date during such 30-day period; ); (2) Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (d3) Any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder would not be liable or subject the beneficial owner of the Security to such withholding comply with a reasonable and timely request of the Payor addressed to the Holder to provide information, documents or deduction of Taxes but for other evidence concerning the failure to make a valid declaration of non-nationality, residence or other similar claim for exemption, if: (i) the making identity of the declaration Holder or claim such beneficial owner which is required or imposed by a statute, treaty, regulation, ruling regulation or administrative practice of the relevant taxing authority jurisdiction as a precondition to an exemption fromfrom all or part of such tax, assessment or other governmental charge; (4) Any tax, assessment or other governmental charge that is payable otherwise than by any deduction or withholding from any payment of the principal of, or reduction inany premium or interest on, any Security; (5) Any tax imposed on, or measured by, net income; (6) Any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from any payment of the relevant Taxesprincipal of, or any premium or interest on, any Security, if such payment can be made alternatively at the Holder's option without such deduction or withholding by any other Paying Agent available to such Holder at the same time; and or (ii7) at least 60 days prior to Any combination of the first payment above; nor will Additional Amounts be paid with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders any payment of the Securities in writing that they shall principal of, or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to provide this declaration be included in the income for tax purposes of a beneficiary or claimsettlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Company and Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such Guarantor shall also (wacknowledgment is not available, a certified copy thereof) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the SecuritiesSecurities or the Paying Agents, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable lawas applicable, certified copies of tax receipts evidencing such payment by the upon request therefor. The Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any present or future stamp, issue, registration, court or documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United Statestaxes, or any political subdivision other excise or taxing authority property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or in any other document or instrument referred to therein (other than a transfer of the foregoing Securities), or the receipt of any payments with respect to the creationSecurities, issueexcluding any such taxes, offeringcharges or similar levies imposed by any jurisdiction that is not a Relevant Tax Jurisdiction, enforcementother than those resulting from, redemption or retirement required to be paid in connection with, the enforcement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under other such document or instrument following the occurrence of any Event of Default with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateSecurities. Whenever All references in this Indenture there is mentionedto principal of, in any context, the payment of principal of and premium, if any, and interest on the Securities will include any Additional AmountsAmounts payable by the Payor in respect of such principal, such premium, if any, or interest (including defaulted and such interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from Any and all payments made with respect to the Securities a Holder of principal (and the Guaranteespremium, if any) and interest in respect of the Securities will be made free and clear of, and without withholding or deduction for, any and all present and future withholding taxes, duties, assessments, levies, imposts or charges (“Taxes”) whatsoever imposed by or on account of behalf of, the Cayman Islands, Brazil or Japan or any present political subdivision or future Taxestaxing authority thereof or therein, unless such withholding or deduction is required by law. In the event that either event, the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any GuaranteesGuarantors, as the case may be, the Company or such Guarantor, as the case may be, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary so that will result in the net amount receipt by the Holders of such amounts as would have been received by each Holder of Securities will equal the amount that the Holder would have received them if the Taxes no such withholding or deduction had not been required to be withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with in respect to a payment made to a Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any Security: (i) held by, or by a third party on behalf of, a holder which is liable for such taxes, duties, assessments, levies, imposts or governmental charges in respect of such Security by reason of its (or a fiduciary, settlor, member or shareholder, beneficiary of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) having some present or former connection between with the Holder and BermudaCayman Islands, Brazil or Japan (including being or having been a citizen or resident of the Cayman Islands, Brazil or Japan or being or having been engaged in trade or business therein) other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or Security; or (ii) where (in the exercise or enforcement case of rights under the Securitiesa payment of principal, the Guaranteespremium, if any, or this Indentureinterest on the Maturity Date or date of earlier redemption) the relevant Security is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had surrendered the relevant Security on the last day of such period of 30 days; or (biii) of any if such tax is an estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities tax or any other Taxes similar tax, assessment, levy, impost or governmental charge; or (iv) if such amount is (a) payable other than by withholding from a payment on such Security, or deduction(b) required to be withheld by a paying agent and such payment can be made without such withholding by any other paying agent; or (v) if such tax, except as described below duty, assessment, levy, impost or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge would not have been imposed but for the presentation failure of such holder to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or Japan of the SecuritiesHolder or beneficial owner of such Security if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such tax, duty, assessment, levy, impost or governmental charge; or (vi) where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 200348/EC of Taxes but for 3 June 2003 on taxation of savings income in the failure form of interest payments or any European Union Directive otherwise implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to make a valid declaration conform to, any such Directive; or (vii) in the case of non-residence or other similar claim for exemption, if: any combination of items (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and through (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicablevi).

Payment of Additional Amounts. Unless otherwise required by Bermudan law(a) The Company shall make all payments of principal, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and the Guaranteespremium, if any, and interest in respect of the Notes free and clear of, and without withholding or deduction for or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, levied, collected, withheld or assessed by or within Argentina, or any other jurisdiction in which the Company or its Paying Agent make payments, in respect of the Notes or by or within any political subdivision thereof or any authority therein or thereof having power to tax, (each, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any such withholding or deduction of Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beby a Relevant Jurisdiction, the Company or such Guarantor, as the case may be, will pay to Holders such additional amounts (“Additional Amounts”) as may be necessary so that will result in the net amount received receipt by each Holder of Securities will equal the net amount that would otherwise have been receivable by such Holder in the Holder would have received if the Taxes had not been required to be withheld absence of such withholding or deducted; provided deduction, except that no such Additional Amounts will be payable with payable: (i) in respect to a payment made to a Holder to the extent: (a) that of any Taxes that would not have been so imposed withheld or deducted but for the existence of any present or former connection (including, without limitation, a permanent establishment in the Relevant Jurisdiction) between the Holder or beneficial owner of the Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner) and Bermudaany Relevant Jurisdiction with the power to levy or otherwise impose or assess such Tax, other than the mere holding or ownership of such Note or beneficial interest therein or the receipt of the payment, acquisition, ownership or disposition of such Securities payments or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; thereunder; (bii) in respect of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for so withheld or deducted if the presentation of the Securities, where presentation is required, Note had been presented for payment on a date more than within 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, Relevant Date except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities Note been presented for payment on any date during the last day of such 30-day period; or ; (diii) in respect of any Taxes that the Holder would not be liable have been so withheld or subject to such withholding or deduction of Taxes deducted but for the failure by the Holder or the beneficial owner of the Note to (A) make a valid declaration of non-residence residence, or any other similar claim or filing for exemption, if: to which it is entitled or (iB) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with the making of the Relevant Jurisdiction; provided that such declaration or claim is compliance was required or imposed by statute, treatyapplicable law, regulation, ruling or administrative practice of the relevant taxing authority or an applicable treaty as a precondition to an exemption from, from all or reduction in, part of such Taxes and the relevant Taxes; and (ii) Company has given the Holders at least 60 30 days prior notice that they will be required to comply with such requirements; (iv) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges; (v) in respect of any Taxes that are payable other than by deduction or withholding from payments on the Notes; (vi) in respect of any Taxes that would not have been so imposed if the Holder had presented the Note for payment (where presentation is required and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such presentation) to another Paying Agent; (vii) in respect of any payment to a Holder of a Note that is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the sole beneficial owner of such payment or Note, to the first payment extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; and or (viii) in respect of any combination of paragraphs (i) through (vii) above. In the event of any merger or other transaction described and permitted under Article 5, in which the Company surviving entity is a corporation organized and validly existing under the laws of a country other than Argentina, all references to Relevant Jurisdiction under this Section 4.20 and under Section 3.04 will be deemed, for the avoidance of doubt, to include such country and any political subdivision therein or thereof, law or regulations of such Guarantor shall apply this clause country, and any taxing authority of such country or any political subdivision therein or thereof, respectively. (d)b) Upon written request from the Trustee, the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld furnish to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts Trustee documentation reasonably satisfactory to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts Trustee, evidencing the payment of any Taxes so deducted or withheld; and (z) . Copies of such documentation will be made available by the Trustee to Holders upon request, make available written request to the Holders of the Securities, within 60 days after the date the payment of Trustee. (c) The Company shall promptly pay when due any Taxes deducted present or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any future stamp, issue, registration, court or similar documentary taxes or any other excise or property taxes, charges or similar taxes and dutieslevies, including interestinterest and penalties, penalties and additional amounts with respect theretothat arise in any jurisdiction from the execution, payable in Bermuda delivery or the United States, registration of each Note or any political subdivision other document or taxing authority instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction other than a Relevant Jurisdiction, except those resulting from or required to be paid in connection with, the enforcement of or in such Notes after the foregoing occurrence and during the continuance of a Default with respect to the creation, issue, offering, enforcement, redemption or retirement of Notes. (d) In the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if event that the Company or pays any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or Argentine personal asset tax in respect of the GuaranteesOutstanding Notes, such Guarantor) shall deliver the Company hereby waives any right it may have under Argentine law to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to seek reimbursement from the Holders on or the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any direct owners of the Securities, Notes of any such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)amounts paid.

Payment of Additional Amounts. Unless If any taxes, assessments or other governmental charges are imposed by the jurisdiction, other than the United States, where Xxxxxx Parent or a successor (a “Payor”) is organized or otherwise required by Bermudan lawconsidered to be a resident for tax purposes, neither any jurisdiction, other than the Company nor United States, from or through which the Payor makes a payment on the Debt Securities, or, in each case, any Guarantor will deduct political organization or withhold from governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments made under the Debt Securities, including any Guarantee with respect to any series of Debt Securities, the Securities and the GuaranteesPayor shall pay to each Holder of a Debt Security, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guaranteesextent it may lawfully do so, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so in order that the net amount received by each amounts paid to such Holder of Securities will equal be not less than the amount that specified in such Debt Security to which such holder is entitled; provided, however, the Holder would have received if the Taxes had Payor shall not been be required to be withheld or deducted; provided that no make any payment of Additional Amounts will be payable with respect to a payment made to a Holder to the extent: for or on account of: (a) that any Taxes tax, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Holder and BermudaRelevant Tax Jurisdiction including, other than the mere receipt without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident of the payment, acquisition, ownership Relevant Tax Jurisdiction or disposition of such Securities being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in the exercise Relevant Tax Jurisdiction or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (bii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, a Debt Security (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which the such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever is occurs later; (b) any estate, except to the extent that the beneficiary inheritance, gift, sales, transfer, personal property or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence similar tax, assessment or other similar claim for exemptiongovernmental charge; (c) any tax, if: (i) the making of the declaration assessment or claim other governmental charge which is required or imposed payable otherwise than by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain withholding from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guaranteesof) principal of, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any interest on, the Debt Securities; (d) any tax, assessment or other amount payable on governmental charge that is imposed or with respect to any withheld by reason of the Securities, such mention shall be deemed to include mention failure by the holder or the beneficial owner of the payment Debt Security to comply with a request of Additional Amounts provided for in this Section 3.07 the Payor addressed to the extent thatholder to provide information, in such contextdocuments or other evidence concerning the nationality, Additional Amounts are, were residence or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention identity of the payment holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of Additional Amounts in those provisions hereof shall not be construed the taxing jurisdiction as excluding Additional Amounts in those provisions hereof where a precondition to exemption from all or part of such express mention is not made (if applicable).tax, assessment or other governmental charge; or

Payment of Additional Amounts. Unless otherwise required by Bermudan lawThe Issuers will, neither the Company nor any Guarantor will deduct or withhold from payments made with respect subject to the Securities limitations and the Guaranteesexceptions set forth below, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required pay to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or each Holder such Guarantor, as the case may be, will pay such additional amounts (“the "Additional Amounts”") as may be necessary so in order that the every net amount received by each Holder payment or deemed payment of Securities will equal the amount that the Holder would have received (i) principal, premium and interest, if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable any, with respect to a payment made Security, or (ii) net proceeds on the sale or exchange of a Security, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to a Holder to tax, will result in the extent: (a) receipt by the Holders of the amounts that any Taxes would not have been so imposed but for the existence received by them had no such deduction or withholding been required; PROVIDED, HOWEVER, that no such Additional Amounts shall be payable in respect of any present or former connection between the Holder and BermudaSecurity for: (1) any tax, other than the mere receipt of the paymentduty, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if anyassessment, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge which would not have been imposed but for the presentation fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of the Securitiespayment under, where presentation is required, such Security; (b) presented such Security for payment on a date in The Bahamas or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; or (c) presented such Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Security; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the Securities been presented for payment on beneficial owner directly held the Security; or (4) any date during such 30-day period; or combination of items (d1), (2) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d3), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, mentioned herein in any context, the payment of the principal of and premium, if any, Additional Amounts, if anyor any premium or interest on, or interest (including defaulted interest)in respect of, if any, any Security or the net proceeds received on the sale or exchange of any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the Indenture. Without limiting a Holder's right to receive payment of Additional Amounts Amounts, in those provisions hereof shall not be construed as excluding the event that Additional Amounts actually paid with respect to the Securities are based on rates of deduction or withholding of Bahamian taxes in those provisions hereof where excess of the appropriate rate applicable to the Holder of such express mention Securities and, as a result thereof, such Holder of Securities is not made (if applicable)entitled to make a claim for a refund or credit of such excess, then such Holder of Securities shall, by accepting the Securities and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuers. By making such assignment, the Holder of Securities makes no representation or warranty that the Issuers will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. Unless (a) If any taxes, assessments or other governmental charges are imposed by the jurisdiction where the Payor is organized or otherwise required by Bermudan lawconsidered to be a resident for tax purposes, neither any jurisdiction from or through which the Company nor Payor makes a payment on the Notes, or, in each case, any Guarantor political organization or governmental authority thereof or therein having the power to tax (the "Relevant Tax Jurisdiction") in respect of any payments under the Notes, the Payor will deduct or withhold from payments made with respect pay to each holder of a Note, to the Securities and the Guaranteesextent it may lawfully do so, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“"Additional Amounts”") as may be necessary so in order that the net amount received by each Holder of Securities amounts paid to such holder will equal be not less than the amount specified in such Note to which such holder is entitled; provided, however, that the Holder would have received if the Taxes had Payor will not been be required to be withheld or deducted; provided that no make any payment of Additional Amounts will be payable with respect to a payment made to a Holder to the extent: for or on account of: (ai) that any Taxes Any tax, assessment or other governmental charge which would not have been so imposed but for (a) the existence of any present or former connection between the Holder and Bermudasuch holder (or between a fiduciary, other than the mere receipt settlor, beneficiary, member or shareholder of, or possessor of the paymenta power over, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guaranteesholder, if anysuch holder is an estate, trust, partnership, limited liability company or this Indenture; corporation) and the Relevant Tax Jurisdiction including such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which the such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and ; (ii) at least 60 days prior to the first payment with respect to which the Company Any estate, inheritance, gift, sales, transfer, personal property or such Guarantor shall apply this clause (d)similar tax, the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary assessment or other similar taxes and dutiesgovernmental charge; (iii) Any tax, including interest, penalties and additional amounts with respect thereto, assessment or other governmental charge which is payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the otherwise than by withholding from payment of principal of and of, premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any interest on, the Notes; (iv) Any tax, assessment or other amount payable on governmental charge that is imposed or with respect to any withheld by reason of the Securities, such mention shall be deemed failure by the holder or the beneficial owner of a Note to include mention comply with a request of the payment of Additional Amounts provided for in this Section 3.07 Payor addressed to the extent thatholder to provide information, in such contextdocuments or other evidence concerning the nationality, Additional Amounts are, were residence or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention identity of the payment holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of Additional Amounts in those provisions hereof shall not be construed the taxing jurisdiction as excluding Additional Amounts in those provisions hereof where a precondition to exemption from all or part of such express mention is not made tax, assessment or other governmental charge; or (if applicable).v) Any combination of the above;

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from Any and all payments made with respect to the Securities a Holder of principal (and the Guaranteespremium, if any) and interest in respect of the Securities, and any and all payments to indemnify a Holder for taxes or duties as a result of a substitution of the issuer, as provided in Section 14.1(a)(ii), will be made free and clear of, and without withholding or deduction for, any and all present and future withholding taxes, duties, assessments, levies, imposts or charges (“Taxes”) whatsoever imposed by or on account behalf of Brazil or Japan or any present political subdivision or future Taxestaxing authority thereof or therein, unless such withholding or deduction is required by law. In the event that either event, the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any GuaranteesGuarantors, as the case may be, the Company or such Guarantor, as the case may be, will shall pay such additional amounts (the “Additional Amounts”) as may be necessary so that will result in the net amount receipt by the Holders of such amounts as would have been received by each Holder of Securities will equal the amount that the Holder would have received them if the Taxes no such withholding or deduction had not been required to be withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with in respect to of any Security: (i) held by, or by a payment made to third party on behalf of, a Holder to the extent: which is liable for such taxes, duties, assessments, levies, imposts or governmental charges in respect of such Security by reason of its (aor a fiduciary, settlor, member or shareholder, beneficiary of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) that any Taxes would not have been so imposed but for the existence of any having some present or former connection between the Holder and Bermuda, with Brazil or Japan (including being or having been a citizen or resident of Brazil or Japan or being or having been engaged in trade or business therein) other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or Security; or (ii) where (in the exercise or enforcement case of rights under the Securitiesa payment of principal, the Guaranteespremium, if any, or this Indentureinterest on a redemption date) the relevant Security is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had surrendered the relevant Security on the last day of such period of 30 days; or (biii) of any if such tax is an estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities tax or any other Taxes similar tax, assessment, levy, impost or governmental charge; or (iv) if such amount is (a) payable other than by withholding from a payment on such Security, or deduction(b) required to be withheld by a paying agent and such payment can be made without such withholding by any other paying agent; or (v) if such tax, except as described below duty, assessment, levy, impost or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge would not have been imposed but for the presentation failure of such Holder to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with Brazil or Japan of the SecuritiesHolder or beneficial owner of such Security if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such tax, duty, assessment, levy, impost or governmental charge; or (vi) where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 200348/EC of Taxes but for 3 June 2003 on taxation of savings income in the failure form of interest payments or any European Union Directive otherwise implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to make a valid declaration conform to, any such Directive; or (vii) in the case of non-residence or other similar claim for exemption, if: any combination of items (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and through (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicablevi).

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from Any and all payments made with respect to the Securities a Noteholder of principal (and the Guaranteespremium, if any) and interest in respect of the Notes will be made free and clear of, and without withholding or deduction for, any and all present and future withholding taxes, duties, assessments, levies, imposts or charges ("Taxes") whatsoever imposed by or on account of behalf of, the Cayman Islands or Brazil or any present political subdivision or future Taxestaxing authority thereof or therein, unless such Taxes are required by law. In the event that either event, the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any GuaranteesGuarantors, as the case may be, the Company or such Guarantor, as the case may be, will shall pay such additional amounts (“the "Additional Amounts”") as may be necessary so that will result in the net amount receipt by the Noteholders of such amounts as would have been received by each Holder of Securities will equal the amount that the Holder would have received them if the Taxes no such withholding or deduction had not been required to be withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with in respect to a payment made to a Holder to the extent: of any Note: (a) that any held by, or by a third party on behalf of, a Noteholder which is liable for such Taxes would not have been so imposed but for the existence in respect of any such Note by reason of its (or a fiduciary, settlor, member or shareholder, beneficiary of, or possessor of a power over, such Noteholder, if such Noteholder is an estate, trust, partnership or corporation) having some present or former connection between with the Holder and Bermuda, Cayman Islands or Brazil (including being or having been a citizen or resident of the Cayman Islands or Brazil or being or having been engaged in trade or business therein) other than the mere receipt of the payment, acquisition, ownership or disposition holding of such Securities or Note; or (b) where (in the exercise or enforcement case of rights under the Securitiesa payment of principal, the Guaranteespremium, if any, or this Indentureinterest on the Maturity Date or date of earlier redemption) the relevant Note is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Noteholder would have been entitled to such Additional Amounts if it had surrendered the relevant Note on the last day of such period of 30 days; or (bc) of any if such tax is an estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities tax or any other Taxes similar tax, assessment, levy, impost or governmental charge; or (d) if such amount is payable other than by withholding from a payment on such Note or deductionsuch amount is required to be withheld by a Paying Agent, except as described below or as otherwise provided in this Indentureif such payment can be made without such withholding by any other Paying Agent; or (ce) that any if such Taxes would not have been imposed but for the presentation failure of such Noteholder to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Cayman Islands or Brazil of the Securities, Noteholder if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such Taxes; or (f) where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 2003/48/EC of Taxes but for 3 June 2003 on taxation of savings income in the failure to make a valid declaration form of non-residence interest payments or other similar claim for exemption, if: (i) any European Union Directive otherwise implementing the making conclusions of the declaration ECOFIN Council meeting of 26 and 27 November 2000 or claim is required any law implementing or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption fromcomplying with, or reduction inintroduced in order to conform to, any such Directive; or (g) in the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment case of any Taxes deducted or withheld; and combination of Clauses (za) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company through (or in respect of the Guarantees, such Guarantorf) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)above.

Payment of Additional Amounts. 1. Unless otherwise required provided in a supplemental indenture, if any taxes, assessments or other governmental charges are imposed by Bermudan lawthe Relevant Tax Jurisdiction in respect of any payments under the Securities, neither the Company nor any Guarantor will deduct or withhold from payments made with respect Payor shall pay to each Holder of the Securities, to the Securities and the Guaranteesextent it may lawfully do so, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) Amounts as may be necessary so in order that the net amount received by each amounts paid to such Holder of Securities will equal be not less than the amount that specified in such Securities to which such Holder is otherwise entitled. 2. Notwithstanding the Holder would have received if foregoing clause (a), the Taxes had Payor shall not been be required to be withheld or deducted; provided that no make any payment of Additional Amounts will be payable with respect to a payment made to a Holder to the extent: for or on account of: (a) that any Taxes tax, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between the such Holder and Bermuda(or between a fiduciary, other than the mere receipt settlor, beneficiary, member or shareholder of, or possessor of the paymenta power over, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the GuaranteesHolder, if any, or this Indenture; (b) of any such Holder is an estate, inheritancetrust, giftpartnership, sales, transfer limited liability company or personal property Taxes imposed with respect to corporation) and the Securities or any other Taxes payable Relevant Tax Jurisdiction (other than by withholding reason of the mere ownership of, or deductionreceipt of payment under, except as described below the Securities), including, without limitation, such Holder (or as otherwise provided such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in this Indenture; trade or business therein or having or having had a permanent establishment therein or (cii) that any such Taxes would not have been imposed but for the presentation of the Securities, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which the such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever is occurs later; (b) any estate, except to the extent that the beneficiary inheritance, gift, sales, transfer, personal property or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence similar tax, assessment or other similar claim for exemptiongovernmental charge; (c) any tax, if: (i) the making of the declaration assessment or claim other governmental charge which is required or imposed payable otherwise than by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain withholding from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guaranteesof) principal of, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any interest on, the Notes; (d) any tax, assessment or other amount payable on governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Notes to comply with a request of the Payor addressed to such Holder to provide information, documents or other evidence concerning the nationality, residence or identity of such Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the Relevant Tax Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (e) any combination of the above; nor shall Additional Amounts be paid with respect to any payment of the Securitiesprincipal of, or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such context, fiduciary or a member of such partnership or limited liability company or beneficial owner who would not have been entitled to such Additional Amounts are, were or would be payable in respect thereof pursuant to had it been the provisions Holder of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)Security.

Payment of Additional Amounts. Unless otherwise All payments of principal and interest made by the Issuer in respect of the Notes and made by the Guarantor in respect of the Intercompany Loan, and all payments pursuant to the Guarantee, shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the British Virgin Islands or Hong Kong or any authority therein or thereof having power to tax ("Taxes"), unless such withholding or deduction of such Taxes is required by Bermudan law, neither law or by the Company nor any Guarantor will deduct interpretation or withhold from payments made with respect to the Securities and the Guarantees, if any, on account of any present or future Taxesadministration thereof. In that event, the event that either Issuer or the Company Guarantor, as applicable, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the holders of the Notes or any Guarantor is required to withhold or deduct on account the Issuer in respect of any Taxes due from any payment made under or with respect to the Securities or any GuaranteesIntercompany Loan, as the case may be, of such amounts as would have been payable to such holders or the Company or such GuarantorIssuer, as the case may be, will pay had no such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder withholding or deduction of Securities will equal the amount that the Holder would have received if the such Taxes had not been required to be withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with respect to a payment made to a Holder to the extent: payable: (a) in respect of any such Taxes that any Taxes would not have been so imposed imposed, deducted or withheld but for the existence of any present or former connection between the Holder holder or beneficial owner of a Note or the Guarantee, as the case may be, and Bermudathe British Virgin Islands or Hong Kong or any political subdivision or any authority thereof or therein or any territory or possession thereof or area subject to its jurisdiction, as the case may be, otherwise than merely holding such Note or the Guarantee or receiving principal or interest in respect thereof; (b) in respect of any Note or the Guarantee presented for payment (where presentation is required) more than 30 days after the relevant date, except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on the last day of such 30-day period. For this purpose, the "relevant date" in relation to any Note or the Guarantee means (i) the due date for payment thereof and (ii) if the full amount payable on such due date has not been received in The City of New York by the Trustee on or prior to such due date, the first date on which such full amount has been so received and notice to that effect has been given to the holders of the Notes; (c) in respect of any such Taxes withheld or deducted from any payment under or with respect to any Note or Guarantee: (i) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive or (ii) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union; (d) in respect of any such Taxes payable otherwise than by deduction or withholding from payments under or with respect to any Note or the Guarantee; (e) in respect of any such Taxes that would not have been so imposed, deducted or withheld if the holder or beneficial owner of a Note or the Guarantee or the beneficial owner of any payment on such Note or the Guarantee had (i) made a declaration of non-residence or any other claim or filing for exemption to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the British Virgin Islands or Hong Kong of such holder or beneficial owner of such Note or the Guarantee (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the British Virgin Islands or Hong Kong as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the British Virgin Islands or Hong Kong, the holder of such Note or the Guarantee at that time has been notified by the Issuer, the Guarantor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (f) in respect of any payment under or with respect to a Note or the Guarantee to any holder that is a fiduciary or partnership or any person other than the mere receipt sole beneficial owner of the such payment, acquisitionNote or Guarantee, ownership to the extent that a beneficiary or disposition settlor with respect to such fiduciary, a member of such Securities a partnership or the exercise beneficial owner of such payment, Note or enforcement Guarantee would not have been entitled to such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of rights under the Securities, the Guarantees, if any, such Note or this Indenture; Guarantee; (bg) in respect of any estate, inheritance, gift, sales, excise, transfer or personal property Taxes imposed with respect to the Securities tax or similar tax, assessment or governmental charge; or (h) any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; combination of items (ca) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or through (dg) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateabove. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest)in respect of any Note, if any, the Intercompany Loan or any other amount payable on or with respect to any of the SecuritiesGuarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein or in this Section 3.07 the Intercompany Loan, as the case may be, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant hereto or in the Intercompany Loan, as the case may be. The foregoing provisions in this Section 3.09 shall apply in the same manner with respect to the provisions of this Section 3.07 and express mention jurisdiction in which any successor Person to the Issuer (including any entity substituted in place of the payment Issuer, or of Additional Amounts in those provisions hereof shall not be construed any previous substituted company, pursuant to Section 3.12) or the Guarantor is organized or any authority therein or thereof having the power to tax (a "Successor Jurisdiction"), substituting such Successor Jurisdiction for the British Virgin Islands or Hong Kong, as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)the case may be.

Payment of Additional Amounts. Unless otherwise required (a) All payments by Bermudan law, neither the Company nor any Guarantor in respect of the Notes will deduct be made without withholding or withhold from payments made with respect to the Securities and the Guarantees, if any, deduction for or on account of of, any present or future taxes, duties, assessments, fees or other governmental charges of whatever nature (and any fines, penalties or interest related thereto) imposed or levied by or on behalf of Peru or any political subdivision or authority of or in Peru having power to tax, or any other jurisdiction in which the Company (or its successor) is then organized or resident for tax purposes or any political subdivision thereof or therein (“Relevant Taxes”), unless such withholding or deduction is required by law. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may beevent, the Company or such Guarantor, as the case may be, will shall pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary so in order that every net payment made by the net amount received by Company on each Holder Note after deduction or withholding for or on account of Securities any Relevant Taxes will equal not be less than the amount that the Holder would have received if the Taxes had not been required then due and payable on such Note. The foregoing obligation to be withheld or deducted; provided that no pay Additional Amounts will be payable with not apply to or in respect to a payment made to a Holder to the extent: of: (ai) that any Taxes tax, duty, assessment or other governmental charge which would not have been so imposed but for the existence of any present or former connection between a Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership or a corporation), on the one hand, and Peru, on the other hand (including, without limitation, such Holder and Bermuda(or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein), other than the mere receipt of such payment or the payment, acquisition, ownership or disposition holding of such Securities a Note; (ii) any tax, duty, assessment or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes governmental charge which would not have been imposed but for the presentation of the Securities, where presentation is required, by a Holder for payment on a date more than 30 days after the date on which the such payment became due and payable or the date on which payment thereof is duly provided for, whichever is occurs later; (iii) any tax, except duty, assessment or other governmental charge to the extent that the beneficiary such tax, duty, assessment or Holder thereof other governmental charge would not have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes imposed but for the failure of a Holder or beneficial owner to make a valid declaration of non-residence comply with any certification, identification or other similar claim for exemptionreporting requirements concerning the nationality, if: residence, identity or connection with Peru of such Holder if (ia) the making of the declaration or claim such compliance is required or imposed by statutelaw as a precondition to exemption from all or a part of such tax, treatyduty, regulationassessment or other governmental charge and (b) at least 30 days prior to the date on which the Company will apply this clause (iii), ruling the Company will have notified all Holders of Notes that some or administrative practice all Holders of Notes will be required to comply with such requirement; (iv) any estate, inheritance, gift, sales, transfer, excise or personal property or similar tax, assessment or governmental charge; (v) any withholding or deduction imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vi) any tax, duty, assessment or other governmental charge which would have been avoided by such Holder presenting the relevant Note (if presentation is required) or requesting that such payment be made to another paying agent in a member state of the European Union; (vii) any tax, duty, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of, premium, if any, or interest on a Note; or (viii) any combination of the above. (b) No Additional Amounts will be paid with respect to a payment on any Note to a Holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent 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 payment of the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the Holder of the Note. (c) The Company shall provide the Trustee with the official acknowledgment of the relevant taxing authority as a precondition to an exemption from(or, or reduction inif such acknowledgment is not available, the relevant Taxes; and (iiother reasonable documentation) at least 60 days prior to the first evidencing any payment with of Relevant Taxes in respect to of which the Company or has paid any Additional Amounts. Copies of such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall documentation will be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make made available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda Notes or the United Statespaying agents, or any political subdivision or taxing authority of or in the foregoing with respect to the creationas applicable, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company upon request therefor. (or in respect of the Guarantees, such Guarantord) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever All references in this Indenture there is mentionedto principal of, in any context, the payment of principal of and premium, if any, and interest on the Notes will include any Additional AmountsAmounts payable by the Company in respect of such principal, such premium, if any, and such interest. The Company shall also pay any present or interest (including defaulted interest)future stamp, if any, court or documentary taxes or any other amount payable on excise or with property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery, registration or the making of payments in respect to any of the SecuritiesNotes, excluding any such mention shall taxes, charges or similar levies imposed by any jurisdiction outside of Peru other than those resulting from, or required to be deemed to include mention paid in connection with, the enforcement of the payment Notes following the occurrence of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were any Default or would be payable in respect thereof pursuant to the provisions Event of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)Default.

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the The Company nor any Guarantor will deduct or withhold from payments made with respect pay to the Securities Holder of any Security such additional amounts as may be necessary in order that every net payment of the principal of and the Guarantees, if any, interest on such Security after deduction or other withholding for or on account of any present or future Taxes. In the event that either the Company tax, assessment, or any Guarantor is required to withhold or deduct on account other governmental charge of any Taxes due from any payment made under nature whatsoever imposed, levied or with respect to the Securities collected by or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, other than the mere receipt on behalf of the payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided country in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation which FTL-Cayman is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United Statesorganized, or any political subdivision or taxing authority thereof or therein having power to tax, will not be less than the amount provided for in such Security to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts will not apply on account of any tax, assessment, or other governmental charge which is payable (i) otherwise than by deduction or withholding from payments of principal of or interest on such Security; or (ii) by reason of such Holder, or a person on behalf of such Holder, having, or having had, some personal or business connection with the country in which FTL-Cayman is organized other than the foregoing mere receipt of such payment or the ownership or holding of a Security; or (iii) to, or to a person on behalf of, a Holder who presents a Security where presentation is required for payment more than 30 days after the relevant date for payment of principal or interest in respect of such Security except to the extent that such Holder would have been entitled to such additional amounts on presenting such Security for payment on the last day of such period of 30 days; or (iv) by reason of any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar assessment or governmental charge; or (v) as a result of the failure of a -49- 55 Holder, or a person on behalf of such Holder, to satisfy any statutory requirements or make a declaration of nonresidence or other similar claim for exemption to the relevant tax authority; or (vi) owing to any combination of clauses (i) through (v) above. No additional amounts will be paid as provided above with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under of principal of or with respect interest on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the Securities is due and payable, if extent that the Company beneficiary or any Guarantor becomes obligated to pay Additional Amounts settlor with respect to such paymentfiduciary, a member of such a partnership or the Company (or in respect beneficial owner of the Guarantees, such Guarantor) shall deliver payment would not have been entitled to the Trustee and additional amounts had such beneficiary, settlor, member of beneficial owner been the Securities Administrator an Officers’ Certificate stating the fact that Holder of any such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateSecurity. Whenever in this Indenture there is mentioned, in any context, the payment of any principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or on any other amount payable on or with respect to any of the SecuritiesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts additional amounts provided for in this Section 3.07 4.16 to the extent that, in such context, Additional Amounts additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 4.16, and express mention of the payment of Additional Amounts additional amounts (if applicable) in those any provisions hereof shall not be construed as excluding Additional Amounts additional amounts in those provisions hereof where such express mention is not made made. Successor Companies SECTION 5.01. When Company, FTL-Cayman or Guarantor Subsidiaries May Merge or Transfer Assets. (a) Neither the Company nor FTL-Cayman shall consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any person, unless: (i) the resulting, surviving or transferee person (if applicablenot the Company or FTL-Cayman) shall be a person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (in the case of any such transaction involving the Company) and such person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the respective obligations of the Company or FTL-Cayman, as the case may be, under the Securities, the FTL-Cayman Guarantee and this Indenture; (ii) immediately prior to and after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee person or any Subsidiary of such person, as a result of such transaction as having been issued by such person or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the resulting, surviving or transferee person would be able to issue at least $1.00 of Debt pursuant to Section 4.03(a); provided, however, that the Consolidated EBITDA Coverage Ratio of the resulting, surviving or transferee person for the Reference Period shall be calculated on a pro forma basis as if the transaction occurred at the beginning of the Reference Period; (iv) immediately after giving effect to such transaction, the resulting, surviving or transferee person shall have Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company, or FTL-Cayman, as the case may be, prior to such transaction; and (v) the Company, or FTL-Cayman, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; The resulting, surviving or transferee person will be the successor Company or the successor guarantor, as the case may be, and shall succeed to, and be substituted for, and may exercise every right and power of, the Company or FTL-Cayman, as the case may be, under this Indenture, but the predecessor Company or the predecessor guarantor, as the case may be, in the case of a conveyance, transfer or lease shall not be released from the obligation to pay the principal of and interest on the Securities (in the case of the Company) or the obligation to guarantee such payment (in the case of FTL-Cayman).

Payment of Additional Amounts. Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from All payments made by the ----------------------------- Issuer under or with respect to the Securities a Note or Notes will be made free and the Guarantees, if any, clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Authority ("Taxes. In "), unless the event that either the Company or any Guarantor Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that the Issuer is required to so withhold or deduct any amount for or on account of any Taxes due from any payment made under or with respect to the Securities a Note or any Guarantees, as the case may beNotes, the Company or such Guarantor, as the case may be, Issuer will pay such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each the Holder of Securities (including Additional Amounts) after such withholding or deduction will equal the amount that the Holder would have received if the such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a the Holder to the extent: : (a) that any such Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, the Taxing Authority imposing such Taxes (other than the mere receipt of the such payment, acquisition, ownership or disposition of such Securities Note or Notes or the exercise or enforcement of rights under the Securities, the Guarantees, if any, such Note or Notes or this Indenture; Master Loan Agreement); (b) of any estate, inheritance, gift, sales, transfer transfer, or personal property Taxes Tax imposed with respect to the Securities or any other Taxes payable other than by withholding or deductionsuch Notes, except as described below or as otherwise provided in this Indenture; herein; (c) that any such Taxes would not have been so imposed but for the presentation of the Securities, such Notes (where presentation is required, ) for payment on a date more than 30 days after the date on which the such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities Notes been presented for payment on any date during such 30-day period; or or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: if (ix) the making of the such declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority Taxing Authority as a precondition to an exemption from, or reduction in, the relevant Taxes; , and (iiy) at least 60 days prior to the first payment date with respect to which the Company or such Guarantor shall apply this clause (d)) shall apply, the Company or such Guarantor Issuer shall have notified all Holders of the Securities Holder in writing that they the Holder shall be required to provide this such declaration or claim. The Company and such Guarantor shall Issuer will also (wi) withhold make such withholding or deduct such deduction of Taxes as required; and (xii) remit the full amount of Taxes so deducted or withheld to the relevant taxing authority Taxing Authority in accordance with all applicable laws; (y) . The Issuer will use its reasonable best efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld; and (z) withheld from each Taxing Authority imposing such Taxes. The Issuer will, upon request, make available to the Holders of the SecuritiesHolder, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company Issuer, or such Guarantor andif, notwithstanding the Company’s or such Guarantor’s Issuer's efforts to obtain the such receipts, if the same are not obtainable, other evidence of such paymentspayments by the Issuer. 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 will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Holder an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. The foregoing provisions shall survive any termination of the discharge of this Master Loan Agreement and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein. In addition, the Company or any Guarantor Issuer will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts Additional Amounts with respect thereto, payable in Bermuda or the United States, States or any political subdivision or taxing authority of or in the foregoing with in respect to of the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment dateNote. Whenever in this Indenture Master Loan Agreement or the Notes there is mentioned, in any context, the payment of principal of and premiumprincipal, if anyredemption price, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on under or with respect to any of the SecuritiesNote, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).thereof. ARTICLE ELEVEN

Payment of Additional Amounts. Unless otherwise required The Company or, in the case of the Guarantee, the Guarantor, will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by Bermudan law, neither the Company nor or a Paying Agent of the principal of and interest on each of the Notes to a Holder, after withholding or deduction solely with respect to any present or future tax, assessment or other governmental charge imposed by Luxembourg, the United States or any other jurisdiction in which the Company or the Guarantor or, in each case, any successor thereof (including a continuing Person formed by a consolidation with the Company or Guarantor, into which the Company or Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or the Guarantor) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), will deduct not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts will not apply: (1) to any tax, assessment or withhold from other governmental charge that would not have been imposed but for the Holder (or the beneficial owner for whose benefit such Hxxxxx holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder, or a person holding a power over an estate or trust administered by a fiduciary Holder, being treated as: (a) being or having been present in, or engaged in a trade or business in, the relevant Taxing Jurisdiction, or having or having had a permanent establishment in such Taxing Jurisdiction; (b) having a current or former connection with the relevant Taxing Jurisdiction (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the enforcement of any rights under the Indenture), including being or having been a citizen of such Taxing Jurisdiction or treated as being or having been a resident thereof; (c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes, a foreign tax exempt organization, or a corporation that has accumulated earnings to avoid United States federal income tax; (d) being or having been a “10-percent shareholder”, as defined in section 871(h)(3) of the Code, or any successor provision, of the Company or the Guarantor; or (e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, within the meaning of section 881(c)(3) of the Code or any successor provision; (2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the Securities and fiduciary, or a beneficial owner or member of the Guarantees, if any, on account of any present partnership or future Taxes. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent: (a) that any Taxes limited liability company would not have been so entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for the existence failure of any present or former connection between the Holder and Bermudaor any other person to comply with certification, other than identification or information reporting requirements concerning the mere receipt nationality, residence, identity or connection with the relevant Taxing Jurisdiction of the payment, acquisition, ownership Holder or disposition beneficial owner of such Securities or the exercise or enforcement of rights under the Securities, the GuaranteesNotes, if anycompliance is required by statute, by regulation of the relevant Taxing Jurisdiction or this Indenture; any taxing authority therein or by an applicable income tax treaty to which the relevant Taxing Jurisdiction is a party as a precondition to exemption from such tax, assessment or other governmental charge; (b4) of to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a Paying Agent from the payment; (5) to any estate, inheritance, gift, sales, transfer excise, transfer, wealth, capital gains or personal property Taxes imposed with respect tax or similar tax, assessment or other governmental charge; (6) to the Securities any tax, assessment or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) governmental charge that any such Taxes would not have been imposed but for the presentation by the Holder of the Securitiesany Note, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is occurs later, except ; (7) to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (d) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence tax assessment or other similar claim for exemption, if: (i) the making governmental charge required to be withheld or deducted that is imposed on a payment pursuant to sections 1471 through 1474 of the declaration Code (or claim any amended or successor version of such sections that is required substantively comparable and not materially more onerous to comply with), any Treasury Regulations promulgated thereunder, or any other official interpretations thereof (collectively, “FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; (8) to any tax assessment or other governmental charge that is imposed or withheld solely by statute, treatyreason of a change in law, regulation, ruling or administrative practice or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (9) to any tax, assessment or other governmental charge that is imposed by reason of the relevant taxing authority as a precondition failure of the beneficial owner to an exemption from, fulfill the statement requirements of section 871(h) or reduction in, section 881(c) of the relevant Taxes; and Code; (ii10) at least 60 days prior to any tax imposed pursuant to section 871(h)(6) or section 881(c)(6) of the Code (or any amended or successor provisions); (11) to any tax imposed pursuant to the first payment with respect Luxembourg law dated 23 December 2005 as amended from time to which time; or (12) in the Company or such Guarantor shall apply case of any combination of the above clauses (1) through (11) under this clause (d)Section 1.8. Except as specifically provided under this Section 1.8, the Company or such the Guarantor shall have notified all Holders of the Securities in writing that they shall will not be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guaranteesany tax, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such assessment or other information as is necessary to enable the Trustee or to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)governmental charge.