Common use of Payment of Additional Amounts Clause in Contracts

Payment of Additional Amounts. The Issuer will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer is organized (a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder of any Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. The Issuer will not be required to pay any Additional Amounts for or on account of: (i) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, 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 provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”), or any law implementing or complying with, or introduced in order to conform to such EU Directive; or (v) any combination of items (1), (2), (3) and (4). In addition, the Issuer will not pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security.

Payment of Additional Amounts. The Issuer will If the Company consolidates with or merge with or into another company and the resulting, surviving or transferee company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (such company or any successor thereto, the “surviving entity”), then the surviving entity shall make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, levies, imposts, assessments or governmental charges (including penalties, interest, additions and any other liability with respect thereto) of whatever nature (“Taxes”) imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer surviving entity is organized (considered to be a “taxing jurisdiction”) resident for Tax purposes or any political subdivision or taxing authority thereof or thereintherein or any jurisdiction from or through which payment on the Security is made (a “Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges Taxes are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof). If a withholding the Company is so required to withhold or deduction at source is requireddeduct any amount for or on account of Taxes, the Issuer willCompany shall, subject to certain limitations and exceptions described below, pay to the Holder of any Security such additional amounts (such additional amounts, “Additional Amounts Amounts”) as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deductiondeduction (including any such withholding or deduction from such Additional Amounts), will shall not be less than the amount provided for in such Security or in the indenture Indenture to be then due and payable. The Issuer will Company shall not be required to pay any Additional Amounts for or on account of: (i1) any tax, fee, duty, assessment or governmental charge Taxes of whatever nature which that would not have been imposed but for the fact that such Holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof or otherwise has or had some any present or former connection with the relevant taxing jurisdiction Taxing Jurisdiction other than by reason of the mere purchase, ownership or disposition of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, 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 provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts Additional Amounts if it had presented such Security for payment on any day within that 30-day period; (ii2) any estate, inheritance, gift, value-added, sale, transfer, excise, personal property or similar tax, assessment or other governmental chargeTax; (iii3) any tax, fee, duty, assessment or other governmental charge Taxes that is are imposed or withheld by reason of the failure by the Holder or beneficial owner of such Security to comply with any reasonable request by us the Company addressed to the holder Holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder Holder or the beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental chargeTaxes; (iv4) any withholding or deduction required to be made imposed on or in respect of any Security pursuant to EU Council Directive 2003/48/EC Sections 1471 through 1474 of 3 June 2003 on the taxation Code, any current or future regulations or official interpretations thereof or intergovernmental agreements in connection therewith, and any agreements entered into pursuant to Section 1471(b)(1) of savings income in the form Code; (5) any Taxes that are payable otherwise than by withholding or deducting from payment of interest payments (the “EU Directive”)principal or premium, if any, or any law implementing or complying with, or introduced in order to conform to interest on such EU DirectiveSecurities; or (v6) any combination of items (1), (2), (3), (4) and (45). In addition, the Issuer will Company shall not pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the laws of the relevant taxing jurisdiction Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax Tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security. Wherever in this Indenture or the Securities there are mentioned, in any context: (1) the payment of principal, (2) purchase prices in connection with a purchase of Security, (3) interest, or (4) any other amount payable on or with respect to the Securities, such reference shall be deemed to include payment of Additional Amounts as described under this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company shall pay any present or future stamp, court or documentary Taxes or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Securities, the Indenture, or any other document or instrument required in relation thereof, and the Company shall agree to indemnify the Holders for any such Taxes paid by such Holders. The obligations described in this Section 1005 shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. The Issuer will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer is organized (a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder of any Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. The Issuer will not be required to pay any Additional Amounts for or on account of: (i) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, 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 provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”), or any law implementing or complying with, or introduced in order to conform to such EU Directive; or (v) any combination of items (1i), (2ii), (3iii) and (4iv). In addition, the Issuer will not pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security.

Payment of Additional Amounts. The Issuer will Company shall make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, levies, imposts, assessments or governmental charges (including penalties, interest, additions and any other liability with respect thereto) of whatever nature (“Taxes”) imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer Company is organized (or considered to be a “taxing jurisdiction”) resident for Tax purposes or any political subdivision or taxing authority thereof or thereintherein or any jurisdiction from or through which payment on the Security is made (a “Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges Taxes are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof). If a withholding the Company is so required to withhold or deduction at source is requireddeduct any amount for or on account of Taxes, the Issuer willCompany shall, subject to certain limitations and exceptions described below, pay to the Holder of any Security such additional amounts (such additional amounts, “Additional Amounts Amounts”) as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deductiondeduction (including any such withholding or deduction for such Additional Amounts), will shall not be less than the amount provided for in such Security or in the indenture Indenture to be then due and payable. The Issuer will Company shall not be required to pay any Additional Amounts for or on account of: (i1) any tax, fee, duty, assessment or governmental charge Taxes of whatever nature which that would not have been imposed but for the fact that such Holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof or otherwise has or had some any present or former connection with the relevant taxing jurisdiction Taxing Jurisdiction other than by reason of the mere purchase, ownership or disposition of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, 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 provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts Additional Amounts if it had presented such Security for payment on any day within that 30-day period; (ii2) any estate, inheritance, gift, value-added, sale, transfer, excise, personal property or similar tax, assessment or other governmental chargeTax; (iii3) any tax, fee, duty, assessment or other governmental charge Taxes that is are imposed or withheld by reason of the failure by the Holder or beneficial owner of such Security to comply with any reasonable request by us the Company addressed to the holder Holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder Holder or the beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental chargeTaxes; (iv4) any withholding or deduction required to be made imposed on or in respect of any Security pursuant to EU Council Directive 2003/48/EC Sections 1471 through 1474 of 3 June 2003 on the taxation Code, any current or future regulations or official interpretations thereof or intergovernmental agreements in connection therewith, and any agreements entered into pursuant to Section 1471(b)(1) of savings income in the form Code; (5) any Taxes that are payable otherwise than by withholding or deducting from payment of interest payments (the “EU Directive”)principal or premium, if any, or any law implementing or complying with, or introduced in order to conform to interest on such EU Directivedebt securities; or (v6) any combination of items (1), (2), (3), (4) and (45). In addition, the Issuer will Company shall not pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the laws of the relevant taxing jurisdiction Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax Tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security. In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Indenture in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) to provide to the Trustee sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has Tax related obligations under Applicable Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not have any liability. Wherever in this Indenture or the Securities there are mentioned, in any context: (1) the payment of principal, (2) purchase prices in connection with a purchase of Security, (3) interest, or (4) any other amount payable on or with respect to the Securities, such reference shall be deemed to include payment of Additional Amounts as described under this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company shall pay any present or future stamp, court or documentary Taxes or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Securities, the Indenture, or any other document or instrument required in relation thereof, and the Company shall agree to indemnify the Holders for any such Taxes paid by such Holders. The obligations described in this Section 1005 shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. The Issuer will Company shall make all payments of principal of and principal, premium, if any, interest and any other amounts on, or in respect of, the Securities Notes without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature with respect to payments made by Allied World Assurance Company Holdings, Ltd imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer Company is organized or otherwise considered to be a resident for tax purposes or any other jurisdiction from which or through which a payment on the Notes is made by Allied World Assurance Company Holdings, Ltd (a “"taxing jurisdiction”") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted at source by (xa) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (yb) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer willCompany shall, subject to certain limitations and exceptions described below, pay to the Holder recipient of any Security such Additional Amounts payment described in the preceding sentence as may be necessary so that every net payment of principal, premium, if any, interest or Additional Amounts, if any, or any other amount made to such Holderperson, after the withholding or deductiondeduction (including any such withholding or deduction from such Additional Amounts), will not be less than the amount provided for in such Security Note or in the indenture this Indenture to be then due and payable. The Issuer will Company shall not be required to pay any Additional Amounts for or on account of: (i) any tax, fee, duty, assessment or governmental charge of whatever nature which that would not have been imposed but for the fact that such Holder (a) recipient or a note Holder: 1. was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) Note, 2. presented, where presentation is required, such Security Note for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security note could not have been presented for payment elsewhere, or (c) or 3. presented, where presentation is required, such Security Note for payment more than 30 days after the date on which the payment in respect of such Security Note became due and payable or provided for, whichever is later, except to the extent that the recipient or Holder would have been entitled to such additional amounts Additional Amounts if it had presented such Security note for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by such recipient or the Holder of such Security Note to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) request, or, if earlier, by such due date as provided by applicable law: 1. to provide information concerning the nationality, residence or identity of such recipient or the holder or (b) Holder; or 2. to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to any EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in implementing the form conclusions of interest payments (the “EU Directive”)ECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or complying with, or introduced in order to conform to to, such EU Directive; or (v) any combination of items (1), (2), (3) and (4). In addition, the Issuer we will not pay Additional Amounts additional amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note to any Holder holder who is a fiduciary or partnership fiduciary, partnership, limited liability company that is fiscally transparent, other fiscally transparent entity or other than the sole beneficial owner of such Security if note to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or beneficial owner, settlor with respect to such fiduciary or a fiduciary, partner of such partnership, member of such partnership limited liability company or a beneficial owner to the extent of such beneficiary, partner or settlor fiscally transparent entity would not have been entitled to such Additional Amounts additional amounts had it been the Holder holder of the Securitynote. Moreover, Allied World Assurance Company Holdings, Ltd shall not provide any indemnification to the extent that any fiduciary, partnership, limited liability company treated as fiscally transparent, other fiscally transparent entity or other than the sole beneficial owner of such note fails to withhold or deduct any amounts so required by any relevant taxing jurisdiction.

Payment of Additional Amounts. The Issuer will Company shall make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities Notes without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer Company is organized (each, a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (xa) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (yb) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is requiredrequired by the laws of Bermuda or the jurisdiction in which the Company is organized, the Issuer willCompany shall, subject to certain limitations and exceptions described set forth below, pay to the Holder of any Security such Note such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will not be less than the amount provided for in such Security Note or in the indenture this Indenture to be then due and payable. The Issuer will ; provided, however, that the Company shall not be required to pay any Additional Amounts for or on account of: (i) any tax, fee, duty, assessment or governmental charge of whatever nature which that would not have been imposed but for the fact that such Holder (aor in the case of clause (1), a fiduciary, settler, beneficiary, partner, member or shareholder of or possessor of power over the relevant Holder if the Holder is an estate, nominee, trust, partnership, limited liability company, or corporation): (1) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, Note, (b2) presented, where presentation is required, presented such Security Note for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security Note could not have been presented for payment elsewhere, or or (c3) presented, where presentation is required, presented such Security Note for payment more than 30 thirty (30) days after the date on which the payment in respect of such Security Note became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts Additional Amounts if it had presented such Security Note for payment on any day within that such period of thirty (30-day period) days; (ii) any estate, inheritance, gift, salesales, excise, transfer, wealth or personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security Note to comply with any reasonable request by us the Company addressed to the holder Holder within 90 ninety (90) days of such request request: (a1) to provide information concerning the nationality, residence or identity of the holder Holder or such beneficial owner; or (b2) to make any declaration or other similar claim or satisfy any information or reporting requirement, which which, in the case of (1) or (2), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to any EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in implementing the form conclusions of interest payments (the “EU Directive”)ECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or complying with, or introduced in order to conform to to, such EU Directive; or (v) any combination of items (1i), (2ii), (3iii) and (4iv). In addition, the Issuer will The Company shall not pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note Note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if Note to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor who would not have been entitled to such Additional Amounts had it been the Holder Holder. Whenever in this Indenture there is mentioned, in any context, the payment of the Securityprincipal of or any premium, interest or any other amounts on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made.

Payment of Additional Amounts. The Issuer will make Unless otherwise specified in the applicable prospectus supplement, all payments of principal of and premium, if any, interest and any other amounts on, or payable in respect of, of the Securities debt securities by us will be made without us making any withholding of or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”), unless the withholding or deduction of such Taxes is required or authorized by law or the administration thereof. In that event, we will, subject to certain exceptions and limitations set forth below, pay such additional amounts (“Additional Amounts”) to the holder or beneficial owner of any debt security as may be necessary in order that every net payment of the principal of and interest on such debt security and any other amounts payable on such debt security, after any withholding or deduction for Taxes imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer is organized (a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction Canada or any political subdivision or taxing authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”) (and Taxes imposed or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding levied by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder of any Security Taxing Jurisdiction on such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deductionAmounts), will not be less than the amount provided for in such Security holder or in the indenture to be then due and payablebeneficial owner would have received if such Taxes imposed or levied by or on behalf of a Taxing Jurisdiction had not been withheld or deducted. The Issuer We will not not, however, be required to pay make any payment of Additional Amounts to any holder or beneficial owner for or on account of: : • any Taxes that would not have been so imposed but for a present or former connection (iincluding, without limitation, carrying on business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a Taxing Jurisdiction) between such holder or beneficial owner of a debt security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and a Taxing Jurisdiction, other than merely holding such debt security or receiving payments with respect to such debt security; • any taxestate, feeinheritance, dutygift, assessment sales, transfer or governmental charge personal property Tax or any similar Tax with respect to a debt security; • any Tax imposed by reason that such holder or beneficial owner of whatever nature a debt security or other person entitled to payments on the debt security does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with us or is, or does not deal at arm’s length with any person who is, a “specified shareholder” of us for purposes of the thin capitalization rules in the Income Tax Act (Canada); • any Tax that is levied or collected otherwise than by withholding from payments on or in respect of a debt security; • any Tax required to be withheld by any paying agent from any payment on a debt security, if such payment can be made without such withholding by at least one other paying agent; • any Tax that would not have been imposed but for the failure of a holder or beneficial owner of a debt security to comply with certification, identification, declaration, information or other reporting requirements, if such compliance is required by a Taxing Jurisdiction (including where required by statute, treaty, regulation or administrative pronouncement) as a precondition to relief or exemption from such Tax; • any Tax which would not have been imposed but for the fact that such Holder presentation of a debt security (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security ) for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date more than 30 days after (i) the date on which the such payment in respect of such Security became due and payable or (ii) the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) ; • any withholding or deduction required to be made imposed pursuant to EU Council Directive 2003/48/EC (i) Sections 1471 to 1474 of 3 June 2003 on the taxation U.S. Internal Revenue Code of savings income in the form of interest payments 1986, as amended (the “EU DirectiveFATCA”), or any law implementing or complying withsuccessor version thereof, or introduced in order any similar legislation imposed by any other governmental authority, (ii) any treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to conform to such EU DirectiveFATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between us and the United States or any authority thereof implementing FATCA; or (v) or • any combination of the items (1), (2), (3) and (4). In addition, the Issuer will not pay listed above; nor shall Additional Amounts be paid with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note on a debt security to any Holder a holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such Security if such payment would be required by to the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of extent a beneficiary or partner or settlor with respect to such fiduciary or fiduciary, a member of such partnership or a such beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such the Additional Amounts had it been such beneficiary, settlor, member or beneficial owner held its interest in the Holder of the Securitydebt security directly.

Payment of Additional Amounts. The Issuer will make all (a) All payments of principal of and premium, if any, interest and any other amounts on, or by a Transaction Party in respect of the Bonds shall be made free and clear of, the Securities and without withholding or deduction at source for, for or on account of, any present or future taxes, fees, duties, assessments 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 Bermuda the British Virgin Islands, Brazil or any political subdivision or authority of or in the British Virgin Islands, Brazil having power to tax or of or in any other jurisdiction in which the Issuer Company or a Guarantor is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (any of the aforementioned being a “taxing jurisdictionTaxing Jurisdiction”) unless such withholding or deduction is required by law. In the event that any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments assessments, fees or other governmental charges (and any fines, penalties or interest related thereto) are required to be withheld so imposed or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is requiredlevied, the Issuer will, subject to certain limitations and exceptions described below, Transaction Parties shall pay to the each Holder of any Security such additional amounts (“Additional Amounts Amounts”) as may be necessary so in order that every net payment made by such Transaction Party on each Bond after such deduction or withholding imposed upon or as a result of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will payment by a Taxing Jurisdiction shall not be less than the amount provided for in such Security or in the indenture to be then due and payablepayable on such Bond. The Issuer will not be required foregoing obligation to pay any Additional Amounts for Amounts, however, shall not apply to or on account in respect of: (i) any tax, fee, duty, assessment or other governmental charge of whatever nature which would not have been imposed but for the fact that existence of any present or former connection between such Holder, on the one hand, and the relevant Taxing Jurisdiction, on the other hand (including, without limitation, such Holder (a) was being or having been a resident, domiciliary citizen or national ofresident thereof or having been engaged in a trade or business or present therein or having, or engaged in business or maintained having had, a permanent establishment or was physically present intherein), the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of such payment underor the ownership or holding of or the enforcement of rights under such Bond; (ii) any tax, such Securityduty, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction assessment or any political subdivision thereof, unless such Security could other governmental charge which would not have been presented so imposed but for the presentation by such Holder for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date more than 30 days after the date on which the such payment in respect of such Security 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 such tax, duty, assessment or other governmental charge would not have been imposed but for the failure of such Holder to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of the Holder would if (A) such compliance is required or imposed by law as a precondition to exemption from all or a part of such tax, duty, assessment or other governmental charge and (B) at least 30 days prior to the date on which any Transaction Party shall apply this clause (iii), either the Company or a Guarantor, as applicable, shall have been entitled notified all Holders of Bonds that some or all Holders of Bonds shall be required to comply with such additional amounts if it had presented such Security for payment on any day within that 30-day periodrequirement; (iiiv) any estate, inheritance, gift, salesales, transfer, excise or personal property or similar tax, assessment or other governmental charge; (iiiv) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required payable other than by deduction or imposed by statute, treaty, regulation withholding from payments of principal of or administrative practice of interest on the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental chargeBond; (ivvi) any withholding or deduction required imposed on a payment to be made an individual pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”), or any law implementing or complying with, or introduced in order to conform to such EU Directiveto, European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000; or (vvii) any combination of items the above. (1)b) The Transaction Party shall also pay any present or future stamp, (2)court or documentary taxes or any other excise or property taxes, (3) and (4). In additioncharges or similar levies which arise in any jurisdiction from execution, delivery, registration or making of payments or enforcement in respect of the Bonds, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of the British Virgin Islands or Brazil other than those resulting from, or required to be paid in connection with, the Issuer will not pay enforcement of the Bonds following the occurrence of any Default or Event of Default. (c) No Additional Amounts shall be paid with respect to a payment on any payment of principal of, or premium, if any, interest or any other amounts on, any such note Bond to any a Holder who that is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by to the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of extent a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such receive payment of the Additional Amounts had it the beneficiary, settlor, member or beneficial owner been the Holder of the SecurityBond. (d) The relevant Transaction Party shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgement is not available without unreasonable burden or expense, a certified copy thereof or, if such certified copy is not available, other documentation satisfactory to the Trustee) evidencing any payment of taxes, penalties, duties, assessments, fees or other governmental charges in respect of which the Company or such Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Bonds or the Paying Agents, as applicable, upon request therefor. (e) The relevant Transaction Party, as applicable, shall: (i) at least 10 Business Days prior to the first Payment Date (and at least 10 Business Days prior to each succeeding Payment Date or any Redemption Date or date of Maturity if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), deliver to the Trustee and each Paying Agent an Officers’ Certificate (A) specifying the amount, if any, of taxes described in this Section 4.8 (the “Relevant Withholding Taxes”) required to be deducted or withheld on the payment of principal of or interest on the Bonds to Holders and the Additional Amounts, if any, due to Holders in connection with such payment, and (B) certifying that such Transaction Party shall pay such deduction or withholding; (ii) prior to the due date for the payment thereof, pay any such Relevant Withholding Taxes, together with any penalties or interest applicable thereto; (iii) within 15 days after paying such Relevant Withholding Taxes, deliver to the Trustee and each Paying Agent evidence of such payment and of the remittance thereof to the relevant taxing or other authority as described in this Section 4.8; and (iv) pay any Additional Amounts due to Holders on any Interest Payment Date, Redemption Date or date of Maturity to the Trustee in accordance with the provisions of this Section 4.8 and Section 2.4. (f) The Transaction Parties shall, jointly and severally, indemnify the Trustee and each Paying Agent for, and hold each harmless against, any loss, liability or expense reasonably incurred without gross negligence, bad faith or willful misconduct on such Person’s part, arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 4.8 or the failure of the Trustee or any Paying Agent for any reason (other than its own gross negligence, bad faith or willful misconduct) to receive on a timely basis any such Officers’ Certificate or any information or documentation requested by it or otherwise required by applicable law or regulations to be obtained, furnished or filed in respect of such Relevant Withholding Taxes. The Transaction Parties shall make available to any Holder requesting the same, evidence that the applicable Relevant Withholding Taxes have been paid. (g) Any Officers’ Certificate required by this Section 4.8 to be provided to the Trustee and each Paying Agent shall be deemed to be duly provided if sent by facsimile to the Trustee and each Paying Agent. (h) The obligations described under this Section 4.8 will apply mutatis mutandis to any jurisdiction in which any successor Person to a Transaction Party is organized or any political subdivision or taxing authority or agency thereof or therein. (i) While European Council Directive 2003/48/EC (the “Directive”) or any other directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, 2000, December 13, 2001 and January 31, 2003 (or any law implementing or complying with, or introduced to conform to, any such Directive) is in effect, the Transaction Parties shall maintain a paying agent in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.

Payment of Additional Amounts. The Issuer will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda [the Republic of India] or any other jurisdiction in which the Issuer is organized (a “"taxing jurisdiction”") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder of any Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. The Issuer will not be required to pay any Additional Amounts for or on account of: (i1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, 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 provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii2) any estate, inheritance, gift, sale, transfer, capital gains, stamp, personal property or similar tax, duty assessment or other governmental charge; (iii3) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder Holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder Holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv4) any withholding or deduction required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “"EU Directive”"), or any law implementing or complying with, or introduced in order to conform to such EU Directive; or (v5) any combination of items (1), (2), (3) and (4). In addition, the Issuer will not pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security.

Payment of Additional Amounts. The Issuer will make all All payments by the Company of principal and interest on the Notes will be made free and clear of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, for or on account of, of any present or future taxestax, fees, duties, assessments assessment or other governmental charges of whatever nature charge imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer is organized United States (a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein having power to tax) (a “Relevant Taxing Jurisdiction”), unless the withholding of such taxes, assessments or (y) an other governmental charge is required by law or the official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision administration thereof). If a withholding or deduction at source is required, the Issuer The Company will, subject to certain the exceptions and limitations and exceptions described set forth below, pay to as additional interest on Notes such additional amounts (the Holder of any Security such Additional Amounts “additional amounts”) as may be are necessary so in order that every the net payment by the Company of principal, premium, if any, the principal of and interest or any other amount made on such Notes to such Holdera Holder who is not a United States person (as defined below), after the withholding or deductiondeduction for any present or future tax, assessment or other governmental charge imposed by any Relevant Taxing Jurisdiction, will not be less than the amount provided for in such Security or in the indenture Notes to be then due and payable. The Issuer will not be required ; provided, however, that the foregoing obligation to pay any Additional Amounts for or on account ofadditional amounts shall not apply: (i1) to any tax, feeassessment or other governmental charge that is imposed by reason of the Holder (or the Beneficial Owner for whose benefit such Holder holds such note), dutyor a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the Relevant 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 such Notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the Relevant Taxing Jurisdiction; (c) being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax; (d) being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or (e) being or having been 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, as described in section 881(c)(3)(A) of the Code or any successor provisions; (2) to any Holder that is not the sole Beneficial Owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a Beneficial Owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a Beneficial Owner or member of the partnership or limited liability company would not have been 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 of whatever nature which that would not have been imposed but for the fact that such failure of the Holder or any other person to (a) was submit an applicable United States Internal Revenue Service (“IRS”) Form W-8 (with any required attachments) to establish the status as a resident, domiciliary non-United States person as required for purposes of the portfolio interest exemption or national ofIRS Form W-9 to establish the status as a United States person, or engaged in business comply with other certification, identification or maintained a permanent establishment information reporting requirements concerning the nationality, residence, identity or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason a Relevant Taxing Jurisdiction of the mere ownership ofHolder or Beneficial Owner of such Notes, if compliance is required by statute, by regulation of the Relevant Taxing Jurisdiction or receipt of payment underby an applicable income tax treaty to which the Relevant Taxing Jurisdiction is a party as a precondition to exemption from such tax, such Security, assessment or other governmental charge or (b) presentedcomply with any informational gathering and reporting requirements or take any similar action (including entering into any agreement with the IRS), where presentation in each case, that are required to obtain the maximum available exemption from withholding by a Relevant Taxing Jurisdiction that is requiredavailable to payments received by or on behalf of the Holder; (4) to any tax, such Security for payment in assessment or other governmental charge that is imposed otherwise than by withholding by the relevant taxing jurisdiction Company or a paying agent from the payment; (5) to any political subdivision thereoftax, unless such Security could assessment or other governmental charge that would not have been presented imposed or withheld but for payment elsewherea change in law, regulation, or (c) presented, where presentation is required, such Security for payment administrative or judicial interpretation that becomes effective more than 30 15 days after the date on which the payment in respect of such Security became becomes due and payable or is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii6) to any estate, inheritance, gift, salesales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder within 90 days of such request (a7) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction that is imposed on a payment and that is required to be made pursuant to EU European Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU or any other Directive amending, supplementing or replacing such Directive”), or any law implementing or complying with, or introduced in order to conform to, such Directive or Directives; (8) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such EU Directivepayment can be made without such withholding by at least one other paying agent; (9) to any tax, assessment or other governmental charge that would not have been imposed or levied but for the presentation by the Holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (10) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the Beneficial Owner being a bank (i) purchasing such Notes in the ordinary course of its lending business or (ii) that is neither (A) buying such Notes for investment purposes only nor (B) buying such Notes for resale to a third-party that either is not a bank or holding such Notes for investment purposes only; (11) to any tax, assessment or other governmental charge imposed under sections 1471 through 1474 of the Code as of the issue date (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or (v12) in the case of any combination of items clauses (1)) through (11) of this Section 3.09. The Notes are subject in all cases to any tax, (2), (3) and (4)fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. In additionExcept as specifically provided under this Section 3.09, the Issuer Company will not pay Additional Amounts with respect be required to make any payment of principal offor any tax, or premium, if any, interest or any other amounts on, any such note to any Holder who is a fiduciary or partnership assessment or other than the sole beneficial owner of such Security if such payment would be required governmental charge imposed by the laws of the relevant taxing jurisdiction (any government or any a political subdivision or relevant taxing authority thereof of or therein) to be included in the income for tax purposes of a beneficiary any government or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Securitypolitical subdivision.

Payment of Additional Amounts. The Issuer will make Except to the extent otherwise specified with respect to a particular series of Securities, all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities of any series shall be made by the Issuer without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda The Netherlands, or the jurisdiction of residence or incorporation of any other jurisdiction in which successor to the Issuer is organized (a “taxing jurisdiction”) Issuer, or any political subdivision or taxing authority thereof or thereintherein (the “Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (xi) the laws (or any regulations or rulings ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein Taxing Jurisdiction or (yii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereofTaxing Jurisdiction). If a withholding or deduction at source is required, the Issuer willshall, subject to certain limitations and exceptions described set forth below, pay to the Holder of any such Security appertaining thereto such Additional Amounts additional amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the such withholding or deduction, will shall not be less than the amount provided for in such Security or in the indenture Security, and this Indenture to be then due and payable. The ; provided, however, that the Issuer will shall not be required to pay any Additional Amounts make payment of such additional amounts for or on account of: (ia) any such tax, fee, duty, assessment or other governmental charge of whatever nature which that would not have been so imposed but for (i) the fact that existence of any present or former connection between such Holder (aor between a fiduciary, settlor, beneficiary, member or shareholder, if such Holder is an estate, a trust, a partnership or a corporation) was and The Netherlands and its possessions or any other Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a residentcitizen or resident thereof, domiciliary being or national ofhaving been engaged in a trade or business or present therein or having, or engaged in business or maintained having had, a permanent establishment therein or was physically present in, (ii) the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presentedpresentation, where presentation is required, such by the Holder of a Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date more than 30 days after the date on which the such payment in respect of such Security 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 Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (iib) any capital gain, estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iiic) any tax assessment or other governmental charge that is payable otherwise than by withholding from payments on or with respect to the Securities; (d) any tax assessment or other governmental charge that is imposed on a payment to an individual and that 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 directives; (e) any tax assessment or other governmental charge required to be withheld by any paying agent from any payment of principal or other amounts payable, or interest on the Securities, to the extent that such payment can be made without such withholding by presentation of the Securities to any other paying agent; (f) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by us the Issuer addressed to the holder Holder or, if different, the direct nominee of a beneficiary of the payment, within 90 days of such request (aA) to provide information or certification concerning the nationality, residence or identity of the holder Holder or such beneficial owner or (bB) to make any declaration or other similar claim or satisfy any information or reporting requirement, which which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof Taxing Jurisdiction as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”), or any law implementing or complying with, or introduced in order to conform to such EU Directive; or (vg) any combination of items (1a), (2b), (3c), (d), (e) and (4f). In addition, the Issuer will not pay Additional Amounts ; nor shall additional amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such note Security to any Holder who is a fiduciary or fiduciary, a partnership or any other Person, other than the sole beneficial owner of such Security if to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor who would not have been entitled to such Additional Amounts additional amounts had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, at least 10 days prior to the first interest payment date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer shall furnish to the Trustee and the principal paying agent, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such paying agent whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 3.07. If any such withholding shall be required, then such Officers’ Certificate shall specify by Taxing Jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities, and the Issuer agrees to pay to the Trustee or such paying agent the additional amounts required by this Section 3.07. The Issuer covenants to indemnify the Trustee and any paying agent for, and to 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 3.07.

Payment of Additional Amounts. The Issuer will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda the Republic of India or any other jurisdiction in which the Issuer is organized (a “"taxing jurisdiction”") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder of any Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. The Issuer will not be required to pay any Additional Amounts for or on account of: (i1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, 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 provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii2) any estate, inheritance, gift, sale, transfer, capital gains, stamp, personal property or similar tax, duty assessment or other governmental charge; (iii3) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder Holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder Holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv4) any withholding or deduction required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “"EU Directive”"), or any law implementing or complying with, or introduced in order to conform to such EU Directive; or (v5) any combination of items (1), (2), (3) and (4). In addition, the Issuer will not pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security.

Payment of Additional Amounts. The Issuer will make all All payments of principal of and premiuminterest on the Notes and coupons will be made without deduction of, if any, interest and any other amounts onwithholding of, or in respect of, the Securities without withholding or deduction at source for, for or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer is organized (a “taxing jurisdiction”) government of the United States, or any political subdivision or taxing authority thereof or therein, unless the withholding or deduction of such taxes, fees, duties, assessments or governmental charges are is required to be withheld by law or deducted by (x) the laws (application or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding interpretation thereof. In that event the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer Company will, subject to certain the exceptions and limitations and exceptions described set out below, pay such additional amounts (the "Additional Amounts") to the Holder holder of any Security such Additional Amounts Note, or of any coupon, who is a United States Alien as may be necessary so in order that every net payment of principalthe principal of, premiumor interest on, if anysuch Note afar deduction or withholding for, interest or on account of, any other amount made to such Holderpresent or future tax, after the withholding assessment or deductiongovernmental charge upon, or as a result of, such payment, will not be less than the amount provided for in such Security Note or in the indenture coupon to be then due and payable. The Issuer However, the Company will not be required to pay make any payment of Additional Amounts to any such holder for or on account of: (ia) any such tax, fee, duty, assessment or other governmental charge of whatever nature which would not have been so imposed but for (i) the fact that existence of any present or former connection between such Holder holder (a) was or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or maintained present therein or having, or having had, a permanent establishment therein or was physically present in, (ii) the relevant taxing jurisdiction presentation by the holder of any such Note or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security coupon for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date more than 30 10 days after afar the date on which the such payment in respect of such Security 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 Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (iib) any estate, inheritance, gift, salesales, transfer, transfer or personal property tax or any similar tax, assessment or other governmental charge;; -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (iiic) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed holder's past or present status as a personal holding company, foreign personal holding company, controlled foreign corporation related to the holder within 90 days of such request (a) to provide information concerning the nationalityCompany through stock ownership, residence or identity of the holder or (b) to make any declaration private foundation or other similar claim tax exempt organisation in each case with respect to the United States, or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition corporation which accumulates earnings to exemption from all or part of such avoid United States federal income tax, fee, duty; (d) any tax, assessment or other governmental charge; (iv) charge which is payable otherwise than by withholding from payments on or in respect of any withholding Note or deduction coupon; any tax, assessment or other governmental charge required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”), or withheld by any law implementing or complying with, or introduced in order to conform to such EU Directive; or (v) any combination of items (1), (2), (3) and (4). In addition, the Issuer will not pay Additional Amounts with respect to paying agent from any payment of principal of, or premium, if any, interest or any other amounts on, any such note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security Note if such payment would can be required made without such withholding by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included other paying agent in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security.Europe;

Payment of Additional Amounts. The All payments of principal, premium (if any) and interest in respect of the Debt Securities or the Guarantees will be made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges of whatever nature imposed, levied or collected by or within a Relevant Taxing Jurisdiction (as defined below), unless that withholding or deduction is required by law. If withholding or deduction is required by law, then the Issuer or either Guarantor, as the case may be, will make all payments pay to the Holder of any Debt Security additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, interest on) and any interest, if any, on that Debt Security after deduction or other amounts on, or in respect of, the Securities without withholding or deduction at source for, for or on account of, of any present or future taxestax, feesassessment, dutiesduty or other governmental charge of any nature whatsoever imposed, assessments levied or governmental charges of whatever nature imposed or levied collected by or on behalf of Bermuda or any other the jurisdiction in under the laws of which the Issuer or either Guarantor, as the case may be, is organized (a “taxing jurisdiction”) or any political subdivision or taxing authority thereof of or thereinin that jurisdiction having power to tax), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations jurisdiction from or rulings promulgated thereunder) of a taxing jurisdiction through which any amount is paid by the Issuer or either Guarantor, as the case may be (or any political subdivision or taxing authority thereof of or therein or in that jurisdiction having power to tax) (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, each a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof“Relevant Taxing Jurisdiction”). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder of any Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will not be less than the amount provided for in such any Debt Security or in the indenture to be then due and payable. The ; provided, however, that the Issuer or either Guarantor, as the case may be, will not be required to pay make any Additional Amounts payment of additional amounts for or on account of: (ia) any tax, fee, duty, assessment or other governmental charge of whatever nature which would not have been imposed but for (i) the fact that existence of any present or former connection between such Holder (a) was or between a residentfiduciary, domiciliary or national settlor, beneficiary, member of, shareholder of, or possessor of a power over such Holder, if such Holder is an estate, trust, partnership or corporation or any Person other than the Holder to which such Debt Security or any amount payable thereon is attributable for the purpose of such tax, assessment or charge) and a Relevant Taxing Jurisdiction, including without limitation, that Holder (or fiduciary, settlor, beneficiary, member, shareholder or possessor or Person other than the Holder) being or having been a citizen or resident of a Relevant Taxing Jurisdiction, being or having been present or engaged in trade or business in a Relevant Taxing Jurisdiction, or maintained having or having had a permanent establishment in a Relevant Taxing Jurisdiction or was physically present in, (ii) the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason presentation of the mere ownership of, or receipt of payment under, such Security, a Debt Security (b) presented, where presentation is required, such Security ) for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date 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 was duly provided for, whichever is occurred later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented on presenting such Debt Security for payment on any day within that 30-day periodor before such thirtieth day; (iib) any estate, inheritance, gift, sale, transfer, transfer or personal property or similar tax, assessment or other governmental charge;charge of a similar nature: (iiic) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the that Holder of such Security or any other Person mentioned in (a) above to comply with any reasonable a request by us of the Issuer or either Guarantor, as the case may be, addressed to the holder within 90 days of such request (a) that Holder or that other Person to provide information concerning the nationality, residence or identity of the holder that Holder or (b) that other Person, or to make any declaration or other similar claim or satisfy any information or reporting requirement, which is is, in either case, required or imposed by a statute, treaty, treaty or regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof Relevant Taxing Jurisdiction, as a precondition to exemption from all or part reduction of such that tax, fee, duty, assessment or other governmental charge; (ivd) any withholding tax, assessment or deduction other governmental charge imposed by reason of such Holder’s past or present status as a passive foreign investment company, controlled foreign corporation, or personal holding company with respect to the United States, or as a corporation which accumulates earnings to avoid United States federal income tax; (e) any tax, assessment or other governmental charge imposed on interest received by (i) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Issuer or (ii) a controlled foreign corporation related to the Issuer within the meaning of Section 864(d)(4) of the Code; (f) any tax, assessment or other governmental charge imposed pursuant to the provisions of Sections 1471 through 1474 of the Code; (g) any tax, assessment or other governmental charge that is imposed on a payment to an individual resident of a member state of the European Union and is required to be made pursuant to EU European Council Directive 2003/48/EC of 3 June 2003 or any other directive on the taxation of savings income in implementing the form conclusions of interest payments (the “EU Directive”)ECOFIN Council meeting of November 26-27, 2000 or any law (whether of a member state of the European Union or a non-member state) implementing or complying with, or introduced in order to conform to, any such directive; (h) any Debt Security that is presented for payment by or on behalf of an individual resident of a member state of the European Union who would be able to such EU Directiveavoid any withholding or deduction by presenting the relevant Debt Security to another Paying Agent in a member state of the European Union; or (vi) any combination of items (1)a) through (h) above, (2), (3) and (4). In addition, the Issuer nor will not pay Additional Amounts additional amounts be paid with respect to (i) any tax, assessment or governmental charge that is payable other than by deduction or withholding from payments on the Debt Securities or (ii) any payment of principal of, or premium, if any, interest or any other amounts on, any such note to any Holder who which is a fiduciary or a partnership or other than the sole beneficial owner of such Debt Security if such payment would be required by to the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of extent a beneficiary or partner or settlor with respect to such fiduciary or a member of such that partnership or a the beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts additional amounts had it been the Holder of such Debt Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any, on) or interest, if any, on any Debt Security, such mention shall be deemed to include mention of the payment of additional amounts provided for in the terms of such Debt Security and this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. At least 10 days prior to the first Interest Payment Date, and at least 10 days prior to each date of payment of principal (and premium, if any) and interest if there has been any change with respect to the payment of additional amounts as provided by this Section 1008 with respect to the matters set forth in the below-mentioned Officers’ Certificate, each of the Issuer or each Guarantor, as the case may be, will furnish the Trustee and the Paying Agent with an Officers’ Certificate instructing the Trustee and the Paying Agent whether such payment of principal of (and premium, if any, on) and interest on the Debt Securities shall be made to Holders without withholding for or on account of any tax, assessment or other governmental charge in respect of which, in each case, additional amounts are payable pursuant to this Section 1008 as referred to above or described in the Debt Securities. 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 Debt Securities and each of the Issuer or each Guarantor, as the case may be, will remit such withholding to the relevant taxing authority and pay to the Trustee or the Paying Agent such additional amounts as may be required pursuant to the terms of this Indenture. Each of the Issuer or each Guarantor, as the case may be, covenants to indemnify the Trustee and the Paying Agent for, and to hold each of them harmless against, any loss, liability, damage, cost, claim 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 1008 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer and each Guarantor shall survive payment of all of the Debt Securities, the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee or any Paying Agent.

Payment of Additional Amounts. The Issuer will make Except to the extent otherwise specified with respect to a particular series of Securities, all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities of any series shall be made by the Issuer without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda The Netherlands, or the jurisdiction of residence or incorporation of any other jurisdiction in which successor to the Issuer is organized (a “taxing jurisdiction”) Issuer, or any political subdivision or taxing authority thereof or thereintherein (the “Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (xi) the laws (or any regulations or rulings ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein Taxing Jurisdiction or (yii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereofTaxing Jurisdiction). If a withholding or deduction at source is required, the Issuer willshall, subject to certain limitations and exceptions described set forth below, pay to the Holder of any such Security appertaining thereto such Additional Amounts additional amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the such withholding or deduction, will shall not be less than the amount provided for in such Security or in the indenture Security, and this Indenture to be then due and payable. The ; provided, however, that the Issuer will shall not be required to pay any Additional Amounts make payment of such additional amounts for or on account of: (ia) any such tax, fee, duty, assessment or other governmental charge of whatever nature which that would not have been so imposed but for (i) the fact that existence of any present or former connection between such Holder (aor between a fiduciary, settlor, beneficiary, member or shareholder, if such Holder is an estate, a trust, a partnership or a corporation) was and The Netherlands and its possessions or any other Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a residentcitizen or resident thereof, domiciliary being or national ofhaving been engaged in a trade or business or present therein or having, or engaged in business or maintained having had, a permanent establishment therein or was physically present in, (ii) the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presentedpresentation, where presentation is required, such by the Holder of a Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date more than 30 days after the date on which the such payment in respect of such Security 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 Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (iib) any capital gain, estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iiic) any tax assessment or other governmental charge that is payable otherwise than by withholding from payments on or with respect to the Securities; (d) any tax assessment or other governmental charge that is imposed on a payment to an individual and that 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 directives; (e) any tax assessment or other governmental charge required to be withheld by any paying agent from any payment of principal or other amounts payable, or interest on the Securities, to the extent that such payment can be made without such withholding by presentation of the Securities to any other paying agent; (f) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by us the Issuer addressed to the holder Holder or, if different, the direct nominee of a beneficiary of the payment, within 90 days of such request (aA) to provide information or certification concerning the nationality, residence or identity of the holder Holder or such beneficial owner or (bB) to make any declaration or other similar claim or satisfy any information or reporting requirement, which which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof Taxing Jurisdiction as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”), or any law implementing or complying with, or introduced in order to conform to such EU Directive; or (vg) any combination of items (1a), (2b), (3c), (d), (e) and (4f). In addition, the Issuer will not pay Additional Amounts ; nor shall additional amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such note Security to any Holder who is a fiduciary or fiduciary, a partnership or any other Person, other than the sole beneficial owner of such Security if to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor who would not have been entitled to such Additional Amounts additional amounts had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, at least 10 days prior to the first interest payment date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer shall furnish to the Trustee, the Securities Administrator and the principal paying agent, if other than the Securities Administrator, an Officers’ Certificate instructing the Trustee, the Securities Administrator and such paying agent whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 3.07. If any such withholding shall be required, then such Officers’ Certificate shall specify by Taxing Jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities, and the Issuer agrees to pay to the Trustee, the Securities Administrator or such paying agent the additional amounts required by this Section 3.07. The Issuer covenants to indemnify the Trustee, the Securities Administrator and any paying agent for, and to 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 3.07.

Payment of Additional Amounts. The Issuer All payments made by the Company or on its behalf or a successor thereto (each, a “Payor”) under, or with respect to, the Notes will make all payments of principal be made free and clear of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction for or on account of any present or future tax, duty, levy, assessment or other governmental charge of whatever nature (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If, at source any time, any deduction or withholding for, or on account of, any present Taxes imposed, established, levied, collected or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied assessed by or on behalf of Bermuda (1) Argentina or any political subdivision or Governmental Authority thereof or therein having the power to tax, (2) any jurisdiction from or through which payment on the Notes is made by or on behalf of the Payor, or any political subdivision or Governmental Authority thereof or therein having the power to tax, (3) any other jurisdiction in which the Issuer a Payor is organized (a “taxing jurisdiction”) organized, engaged in business or otherwise resident for tax purposes, or any political subdivision or taxing Governmental Authority thereof or therein having the power to tax or (4) following the consummation of any transaction described under Section 8.1, the jurisdiction under the laws of which the Company or the surviving entity thereof, as the case may be, is organized (or, in each case, any political subdivision or authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required ) having power to be withheld or deducted by tax (x) the laws (or any regulations or rulings promulgated thereunder) each of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder of any Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. The Issuer will not be required to pay any Additional Amounts for or on account of: (i) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, 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 provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”), or any law implementing or complying with, or introduced in order to conform to such EU Directive; or (v) any combination of items clause (1), (2), (3) and (4). In addition, a “Relevant Taxing Jurisdiction”) will be required from any payments made with respect to the Notes, including payments of principal, premium, if any, redemption price or interest, the Issuer Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by the Holders of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts) in respect of such Taxes shall equal the respective amounts which would have been receivable by each Holder in respect of such payments in the absence of such withholding or deduction; provided that no such Additional Amounts will be payable with respect to: (1) any Taxes that would not pay have been so imposed, deducted or withheld but for the existence of any present or former connection between the relevant Holder or beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member, partner or shareholder of, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, limited liability company, partnership or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national or domiciliary of, or carrying on a business or maintaining a permanent establishment that is the holder of the Notes in the Relevant Taxing Jurisdiction), other than the mere ownership, holding, purchase or disposition of such Note or the receipt of such payment in respect thereof, or the exercise or enforcement of any rights under the Notes or the Indenture; (2) any Taxes which are imposed, payable or due because definitive Notes are presented for payment (where presentation is required) more than 30 days after the later of (a) the date such payment was due and (b) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect will have been given to the Holders by the Trustee; except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment during such 30-day period; (3) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of a Note to comply, at the Company’s written request, with any certification, identification, information, documentation or other reporting requirements if (a) such compliance is required or imposed by a statute, treaty or regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes, and (b) the Company has given the Holder or the beneficial owner at least 30 days’ notice that the Holder or beneficial owner will be required to so comply; (4) any Note presented for payment (where presentation is required) at an office of a paying agent in Argentina (provided that the Notes can also be presented at an office of a paying agent outside of Argentina without any such withholding or deduction); (5) any Taxes payable otherwise than by withholding or deduction from payments on or with respect to the Notes; (6) any Taxes imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury regulations thereunder and any other official guidance thereunder (“FATCA”), any intergovernmental agreement entered into with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA, or any such intergovernmental agreement; (7) any Taxes levied and/or applicable to payments made to Argentine taxpayers subject to inflation adjustment rules as provided for in Title VI of the Argentine Income Tax Law; (8) any estate, inheritance, gift, value added, personal property, sales, use, excise, transfer or other similar Tax imposed with respect to such payment; or (9) any combination of (1), (2), (3), (4), (5), (6), (7) or (8) above. No Additional Amounts shall be paid with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note on a Note to any a Holder who that is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by to the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of extent that a beneficiary or partner or settlor settler with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such receive the Additional Amounts had it such beneficiary, settler, member or beneficial owner been the Holder direct Holder. References herein and in the Notes to the payment of principal (and premium, if any), Redemption Price, interest or any other amounts payable with respect to any Notes shall include the payment of Additional Amounts if Additional Amounts are, were or would be payable in respect thereof, even where Additional Amounts are not specifically mentioned. The Company shall pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in Argentina, Luxembourg, Belgium, the United Kingdom or the United States or any authority of or in the foregoing in respect of the Securitycreation, issue and offering of the Notes.

Payment of Additional Amounts. The Issuer will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer is organized (otherwise considered to be a “taxing jurisdiction”) resident for tax purposes or any political subdivision or taxing authority thereof or thereintherein or any jurisdiction from or through which payment on the Securities is made (a “Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder of any Security such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deductiondeduction (including any such withholding or deduction from such Additional Amounts), will not be less than the amount provided for in such Security or in the indenture Indenture to be then due and payable. The Issuer will not be required to pay any Additional Amounts for or on account of: (i1) any tax, fee, duty, assessment or governmental charge of whatever nature which that would not have been imposed but for the fact that such Holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction Taxing Jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, 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 provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts Additional Amounts if it had presented such Security for payment on any day within that 30-day period; (ii2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii3) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or beneficial owner of such Security to comply with any reasonable request by us the Issuer addressed to the holder Holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder Holder or the beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv4) any withholding or deduction required to be made imposed on or in respect of any Security pursuant to EU Council Directive 2003/48/EC Sections 1471 through 1474 of 3 June 2003 on the taxation U.S. Internal Revenue Code of savings income in the form of interest payments 1986, as amended (the “EU DirectiveCode”), any current or future regulations or official interpretations thereof or intergovernmental agreements in connection therewith, and any law implementing or complying with, or introduced in order agreements entered into pursuant to conform to such EU DirectiveSection 1471(b)(1) of the Code; or (v5) any combination of items (1), (2), (3) and (4). In addition, the Issuer will not pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the laws of the relevant taxing jurisdiction Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security. In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Indenture in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Trustee sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax-related obligations under Applicable Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability. The Issuer will pay any present or future stamp, court or documentary taxes or other similar taxes, charges or levies that arise in any Taxing Jurisdiction (as defined above) from the execution, delivery, enforcement or registration of the Securities, the Indenture, or any other document or instrument required in relation thereof, and the Issuer will agree to indemnify the Holders for any such taxes paid by such Holders. The obligations described in this Section 3.11 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. The Issuer will make all payments of principal of and premium, if any, interest and If any other amounts on, deduction or in respect of, the Securities without withholding or deduction at source for, or on account of, for any present or future taxes, fees, duties, assessments assessments, fees or other governmental charges of whatever nature imposed or levied by or on behalf of (x) Bermuda or any political subdivision or governmental authority thereof or therein having power to tax, (y) any jurisdiction from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax (except for any tax imposed by the United States or any political subdivision or governmental authority thereof or jurisdiction having the power to tax therein, provided however that at the time of the relevant payment there is at least one Paying Agent located outside of the United States) or (z) any other jurisdiction in which the Issuer Company or a successor corporation is organized (or taxed as a “taxing jurisdiction”) resident, or in which the Company has its, or a successor corporation has its, principal place of business, or any political subdivision or taxing governmental authority thereof or therein, unless therein having the power to tax in that jurisdiction shall at any time be required by such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws jurisdiction (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any such political subdivision or taxing authority thereof or therein or (yauthority) an official position regarding the application, administration, interpretation or enforcement in respect of any such laws, regulations amounts to be paid by the Company or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is requiredsuccessor corporation under the Notes, the Issuer will, subject to certain limitations and exceptions described below, Company or a successor corporation will pay to the each Holder of any Security the Notes as additional interest, such additional amounts (“Additional Amounts Amounts”) as may be necessary so in order that every the net payment of principal, premium, if any, interest or any other amount made amounts paid to such Holderholder of such Notes after such deduction or withholding, after the withholding or deduction, will shall be not be less than the amount provided for specified in such Security Notes to which such Holder is entitled; provided, however, that the Company or in the indenture to be then due and payable. The Issuer will a successor corporation shall not be required to pay make any payment of Additional Amounts for or on account of: (ia) any Any tax, fee, duty, assessment assessment, fee or other governmental charge of whatever nature which that would not have been imposed but for (i) the fact that existence of any present or former connection between such Holder (a) was or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or engaged in business possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or maintained a permanent establishment or was physically present in, corporation) and the relevant taxing jurisdiction or any political subdivision or territory or possession thereof or otherwise area subject to its 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 a trade or business therein or having or having had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership ofa permanent establishment therein, or receipt (ii) the presentation of payment under, such Security, a Note (b) presented, where presentation is required, such Security ) for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date more than 30 days after (x) the date on which the such payment in respect of such Security 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 Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (iib) any Any estate, inheritance, gift, salesales, transfer, personal property or similar tax, assessment or other governmental charge; (iiic) any Any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security the Note to comply with any reasonable a request by us of the Company addressed to the holder within 90 days of such request Holder (ai) to provide information timely or accurate information, documents or other evidence concerning the nationality, residence or identity of the holder Holder or such beneficial owner or (bii) to make and deliver any valid or timely declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any information or reporting requirementrequirements, which which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”), or any law implementing or complying with, or introduced in order to conform to such EU Directive; or (vd) any Any combination of items (1a), (2), (3b) and (4). In addition, the Issuer will not pay c) above; provided that such Additional Amounts with respect to any payment of principal ofwill also not be payable where, or premium, if any, interest or any other amounts on, any such note to any Holder who is a fiduciary or partnership or other than had the sole beneficial owner of such Security if such payment would be required by the laws Note been the Holder of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiaryNote, partner or settlor it would not have been entitled to such payment of Additional Amounts had it been by reason of clauses (a) through (d) (inclusive) of this Section 5.3. The Company shall provide the Holder Trustee with the official acknowledgment of the Securityrelevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) or other evidence reasonably satisfactory to the Trustee evidencing the payment of the withholding taxes, if any, by the Company. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. All references in this Indenture to principal of and interest on the Notes shall include any Additional Amounts payable by the Company in respect of such principal and such interest. The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise from the execution, delivery, enforcement or registration of the notes or any other document or instrument in relation thereto.

Payment of Additional Amounts. The Issuer If specified pursuant to Section 301, the provisions of this Section 1011 shall be applicable to Securities of any series. All payments made by or on behalf of the Companies or by Parent under or with respect to any Guarantee (each of the Companies or Parent and, in each case, any successor thereof, making such payment, the “Payor”) in respect of the Securities, will make all payments of principal be made free and clear of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, or on account of, any present or future taxestax, feesduty, dutieslevy, assessments assessment or other governmental charges charge, including any related interest, penalties or additions to tax (“Taxes”), unless the withholding or deduction of whatever nature such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Bermuda or of: (1) any jurisdiction (other jurisdiction in which than the Issuer is organized (a “taxing jurisdiction”) United States or any political subdivision or taxing governmental authority thereof or therein, unless such taxes, fees, duties, assessments therein having the power to tax) from or governmental charges are required to be withheld through which payment is made by or deducted by (x) the laws (or on behalf of any regulations or rulings promulgated thereunder) of a taxing jurisdiction Payor or any political subdivision or taxing governmental authority thereof or therein or having the power to tax (yincluding the jurisdiction of the paying agent); or (2) an official position regarding any other jurisdiction (other than the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction United States or any political subdivision thereofor governmental authority thereof or therein having the power to tax) in which a Payor is incorporated or organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2). If , a withholding “Relevant Taxing Jurisdiction”), will at any time be required by law to be made from any payments made by or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder on behalf of any Payor or the paying agent with respect to any Security such Additional Amounts or Guarantee, as may be necessary so that every net payment applicable, including (without limitation) payments of principal, redemption price, interest or premium, if any, interest or any other amount made to the Payor will pay (together with such Holderpayments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments, after the such withholding or deductiondeduction (including any such withholding or deduction from such Additional Amounts), will not be less than the amount provided for amounts that would have been received in respect of such payments on any such Security or Guarantee in the indenture to be then due and payable. The Issuer will not be required to pay any absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of: (i1) any taxTaxes, fee, duty, assessment or governmental charge of whatever nature which to the extent such Taxes would not have been so imposed but for the fact that such Holder existence of any present or former connection between the relevant holder (aor between a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant holder, if the relevant holder is an estate, nominee, trust, partnership, limited liability company or corporation) was and the Relevant Taxing Jurisdiction (including, being resident for tax purposes, or being a resident, domiciliary citizen or resident or national of, or engaged in carrying on a business or maintained maintaining a permanent establishment in, or was being physically present in, the relevant taxing jurisdiction Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment more than 30 days after the date on which the payment in respect holding of such Security became due and payable or provided forthe receipt of any payment or the exercise or enforcement of rights under such Security or Guarantee or the Indenture; (2) any Taxes, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is Taxes are imposed or withheld by reason of the failure by the Holder holder or the beneficial owner of such the Security to comply with any a reasonable written request by us of the Payor addressed to the holder within 90 or beneficial owner, after reasonable notice (at least 30 days of before any such request (a) withholding or deduction would be payable), to provide information certification, information, documents or other evidence concerning the nationality, residence or identity of the holder or (b) such beneficial owner or to make any declaration or other similar claim or satisfy any information or other reporting requirementrequirement relating to such matters, which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such taxTaxes, feebut, dutyin each case, assessment only to the extent the holder or other governmental chargebeneficial owner is legally entitled to do so; (iv3) any withholding Taxes, to the extent such Taxes are imposed as a result of the presentation of the Security for more than 30 days after the later of the applicable payment date or deduction required the date the relevant payment is first made available for payment to be made pursuant the holder (except to EU Council Directive 2003/48/EC of 3 June 2003 the extent that the holder would have been entitled to Additional Amounts had the Security been presented on the taxation last day of savings income in such 30 day period); (4) any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the form Securities or any Guarantee; (5) any estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes; (6) any Taxes to the extent that such Taxes are withheld by application of interest payments the Luxembourg law of December 23, 2005, as amended (the “EU Directive2005 Law”); (7) any Taxes imposed, deducted or withheld pursuant to section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code, in each case, as of the Issue Date (and any amended or successor version that is substantively comparable), any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing or complying with, or introduced in order to conform to such EU Directivean intergovernmental agreement relating thereto (“FATCA”); or (v) 8) any combination of the items (1), ) through (2), (37) and (4)above. In addition, no Additional Amounts shall be paid with respect to a Holder who is a fiduciary or a partnership or any Person other than the Issuer beneficial owner of the Securities, to the extent that the beneficiary or settler with respect to such fiduciary, the member of such partnership or the beneficial owner would not have been entitled to Additional Amounts had such beneficiary, settler, member or beneficial owner held such Securities directly. The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law. The Payor will provide certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant tax authority imposing such Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable. Such copies shall be made available to the Holders upon reasonable request and will be made available at the designated corporate trust office of the Paying Agent. If a Payor is obligated to pay Additional Amounts with respect to any payment made on any Security, at least 30 days prior to the date of principal ofsuch payment, the Payor will deliver to the Trustee an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable and such other information necessary to enable the paying agent to pay Additional Amounts on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 30 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable thereafter). The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. Wherever in this Indenture, any applicable supplemental indenture or the Securities there is mentioned, in any context: (1) the payment of principal; (2) interest; or (3) any other amount payable on or with respect to any of the Securities, such reference shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay and indemnify each Holder for any present or future stamp, issue, registration, court or documentary taxes, or premium, if any, charges or similar levies (including any related interest or penalties with respect thereto) or any other amounts onexcise or property taxes, charges or similar taxes (including any related penalties or interest with respect thereto) that arise in a Relevant Taxing Jurisdiction from the execution, delivery, issuance, enforcement or registration, or receipt of payments with respect to any of the Securities, any Guarantee, this Indenture, or any other document referred to herein or therein (other than in each case, in connection with a transfer of the Securities after the initial resale by the initial purchasers pursuant to this offering), except for Luxembourg registration duties (droits d’enregistrement) payable in the case of voluntary registration of the aforementioned documents by a holder with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg, or registration of the aforementioned documents in Luxembourg when such note registration is not required to enforce the rights of that holder under the aforementioned documents. The foregoing obligations will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner, and will apply mutatis mutandis to any Holder who jurisdiction in which any successor to a Payor is a fiduciary incorporated or partnership organized, engaged in business for tax purposes or other than otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to, the sole beneficial owner Securities is made by or on behalf of such Security if such payment would be required by the laws of the relevant taxing jurisdiction (Person, or any political subdivision or relevant taxing authority or agency thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security.

Payment of Additional Amounts. The Issuer will make all 10.8.1 All payments of principal of and premium, if any, interest and any other amounts on, by the Company or the Guarantor in respect of the Securities shall be made free and clear of, the Securities and without withholding or deduction at source for, for or on account of, any present or future taxes, fees, duties, assessments 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 Bermuda the Cayman Islands or Brazil or any political subdivision or authority of or in the Cayman Islands or Brazil having power to tax or of or in any other jurisdiction in which the Issuer Company or the Guarantor is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (any of the aforementioned being a “taxing jurisdictionTaxing Jurisdiction”) unless such withholding or deduction is required by law. In the event that any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments assessments, fees or other governmental charges (and any fines, penalties or interest related thereto) are required to be withheld so imposed or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is requiredlevied, the Issuer will, subject to certain limitations Company and exceptions described below, the Guarantor shall pay to the each Holder of any Security such additional amounts (“Additional Amounts Amounts”) as may be necessary so in order that every net payment made by the Company and Guarantor on each Security after such deduction or withholding imposed upon or as a result of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deduction, will payment by a Taxing Jurisdiction shall not be less than the amount provided for in such Security or in the indenture to be then due and payablepayable on such Security. The Issuer will not be required foregoing obligation to pay any Additional Amounts for Amounts, however, shall not apply to or on account in respect of: (i) any tax, fee, duty, assessment or other governmental charge of whatever nature which would not have been imposed but for the fact that existence of any present or former connection between such Holder, on the one hand, and the relevant Taxing Jurisdiction, on the other hand (including, without limitation, such Holder (a) was being or having been a resident, domiciliary citizen or national ofresident thereof or having been engaged in a trade or business or present therein or having, or engaged in business or maintained having had, a permanent establishment or was physically present intherein), the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of such payment under, or the ownership or holding of or the enforcement of rights under such Security; (ii) any tax, (b) presentedduty, where presentation is required, such Security for payment in the relevant taxing jurisdiction assessment or any political subdivision thereof, unless such Security could other governmental charge which would not have been presented so imposed but for the presentation by such Holder for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date more than 30 days after the date on which the such payment in respect of such Security 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 such tax, duty, assessment or other governmental charge would not have been imposed but for the failure of such Holder to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of the Holder would if (A) such compliance is required or imposed by law as a precondition to exemption from all or a part of such tax, duty, assessment or other governmental charge and (B) at least 30 days prior to the date on which any of the Company or the Guarantor shall apply this clause (iii), either the Company or the Guarantor, as applicable, shall have been entitled notified all Holders of Securities that some or all Holders of Securities shall be required to comply with such additional amounts if it had presented such Security for payment on any day within that 30-day periodrequirement; (iiiv) any estate, inheritance, gift, salesales, transfer, excise or personal property or similar tax, assessment or other governmental charge; (iiiv) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required payable other than by deduction or imposed by statute, treaty, regulation withholding from payments of principal of or administrative practice of interest on the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental chargeSecurity; (ivvi) any where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to EU Council any European Union Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in implementing the form conclusions of interest payments (the “EU Directive”)ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to to, such EU Directivedirective; or (vvii) any combination of items (1)the above. 10.8.2 The Company and the Guarantor shall also pay any present or future stamp, (2)court or documentary taxes or any other excise or property taxes, (3) and (4). In additioncharges or similar levies which arise in any jurisdiction from execution, delivery, registration or making of payments or enforcement in respect of the Securities, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of the Cayman Islands or Brazil other than those resulting from, or required to be paid in connection with, the Issuer will not pay enforcement of the Securities following the occurrence of any Default or Event of Default. 10.8.3 No Additional Amounts shall be paid with respect to a payment on any payment of principal of, or premium, if any, interest or any other amounts on, any such note Security to any a Holder who that is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by to the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of extent a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such receive payment of the Additional Amounts had it the beneficiary, settlor, member or beneficial owner been the Holder of the Security. 10.8.4 The Company or the Guarantor, as applicable, shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgement is not available without unreasonable burden or expense, a certified copy thereof or, if such certified copy is not available, other documentation satisfactory to the Trustee) evidencing any payment of taxes, penalties, duties, assessments, fees or other governmental charges in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Securities or the Paying Agents, as applicable, upon request therefor. 10.8.5 The Company or the Guarantor, as applicable, shall: (i) at least 10 Business Days prior to the first Payment Date (and at least 10 Business Days prior to each succeeding Payment Date or any Redemption Date or date of Maturity if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), deliver to the Trustee and each Paying Agent an Officers’ Certificate (A) specifying the amount, if any, of taxes described in this Section 10.8 (the “Relevant Withholding Taxes”) required to be deducted or withheld on the payment of principal of or interest on the Securities to Holders and the Additional Amounts, if any, due to Holders in connection with such payment, and (B) certifying that the Company or the Guarantor, as applicable, shall pay such deduction or withholding; (ii) prior to the due date for the payment thereof, pay any such Relevant Withholding Taxes, together with any penalties or interest applicable thereto; (iii) within 15 days after paying such Relevant Withholding Taxes, deliver to the Trustee and each Paying Agent evidence of such payment and of the remittance thereof to the relevant taxing or other authority as described in this Section 10.8; and (iv) pay any Additional Amounts due to Holders on any Interest Payment Date, Redemption Date or date of Maturity to the Trustee in accordance with the provisions of this Section 10.8 and Section 10.4. 10.8.6 The Company and the Guarantor shall, jointly and severally, indemnify the Trustee and each Paying Agent for, and hold each harmless against, any loss, liability or expense reasonably incurred without gross negligence, bad faith or willful misconduct on such Person’s part, arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.8 or the failure of the Trustee or any Paying Agent for any reason (other than its own gross negligence, bad faith or willful misconduct) to receive on a timely basis any such Officers’ Certificate or any information or documentation requested by it or otherwise required by applicable law or regulations to be obtained, furnished or filed in respect of such Relevant Withholding Taxes. The Company and the Guarantor shall make available to any Holder requesting the same, evidence that the applicable Relevant Withholding Taxes have been paid. 10.8.7 Any Officers’ Certificate required by this Section 10.8 to be provided to the Trustee and each Paying Agent shall be deemed to be duly provided if sent by facsimile to the Trustee and each Paying Agent. 10.8.8 The obligations described under this Section 4.8 will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company or the Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. The Issuer will Company shall make all payments of principal of and principal, premium, if any, interest and any other amounts on, or in respect of, the Securities Notes without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied with respect to payments made by Allied World Assurance Company Holdings, Ltd by or on behalf of Bermuda or any other jurisdiction in which the Issuer Company is organized or otherwise considered to be a resident for tax purposes or any other jurisdiction from which or through which a payment on the Notes is made by Allied World Assurance Company Holdings, Ltd (a “"taxing jurisdiction”") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted at source by (xa) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (yb) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer willCompany shall, subject to certain limitations and exceptions described below, pay to the Holder recipient of any Security such Additional Amounts payment described in the preceding sentence as may be necessary so that every net payment of principal, premium, if any, interest or Additional Amounts, if any, or any other amount made to such Holderperson, after the withholding or deductiondeduction (including any such withholding or deduction from such Additional Amounts), will not be less than the amount provided for in such Security Note or in the indenture this Indenture to be then due and payable. The Issuer will Company shall not be required to pay any Additional Amounts for or on account of: (i) any tax, fee, duty, assessment or governmental charge of whatever nature which that would not have been imposed but for the fact that such Holder (a) recipient or a note Holder: 1. was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) Note, 2. presented, where presentation is required, such Security Note for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security note could not have been presented for payment elsewhere, or (c) or 3. presented, where presentation is required, such Security Note for payment more than 30 days after the date on which the payment in respect of such Security Note became due and payable or provided for, whichever is later, except to the extent that the recipient or Holder would have been entitled to such additional amounts Additional Amounts if it had presented such Security note for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by such recipient the Holder of such Security note to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) request, or, if earlier, by such due date as provided by applicable law: 1. to provide information concerning the nationality, residence or identity of such recipient or the holder or (b) Holder; or 2. to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to any EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in implementing the form conclusions of interest payments (the “EU Directive”)ECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or complying with, or introduced in order to conform to to, such EU Directive; or (v) any combination of items (1), (2), (3) and (4). In addition, the Issuer we will not pay Additional Amounts additional amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note to any Holder holder who is a fiduciary or partnership fiduciary, partnership, limited liability company that is fiscally transparent, other fiscally transparent entity or other than the sole beneficial owner of such Security if note to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or beneficial owner, settlor with respect to such fiduciary or a fiduciary, partner of such partnership, member of such partnership limited liability company or a beneficial owner to the extent of such beneficiary, partner or settlor fiscally transparent entity would not have been entitled to such Additional Amounts additional amounts had it been the Holder holder of the Securitynote. Moreover, Allied World Assurance Company Holdings, Ltd shall not provide any indemnification to the extent that any fiduciary, partnership, limited liability company treated as fiscally transparent, other fiscally transparent entity or other than the sole beneficial owner of such note fails to withhold or deduct any amounts so required by any relevant taxing jurisdiction.

Payment of Additional Amounts. The Issuer If specified pursuant to Section 301, the provisions of this Section 1011 shall be applicable to Securities of any series. All payments made by or on behalf of the Companies or by Parent under or with respect to any Guarantee (each of the Companies or Parent and, in each case, any successor thereof, making such payment, the “Payor”) in respect of the Securities, will make all payments of principal be made free and clear of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for, or on account of, any present or future taxestax, feesduty, dutieslevy, assessments assessment or other governmental charges charge, including any related interest, penalties or additions to tax (“Taxes”), unless the withholding or deduction of whatever nature such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of Bermuda or of: (1) any jurisdiction (other jurisdiction in which than the Issuer is organized (a “taxing jurisdiction”) United States or any political subdivision or taxing governmental authority thereof or therein, unless such taxes, fees, duties, assessments therein having the power to tax) from or governmental charges are required to be withheld through which payment is made by or deducted by (x) the laws (or on behalf of any regulations or rulings promulgated thereunder) of a taxing jurisdiction Payor or any political subdivision or taxing governmental authority thereof or therein or having the power to tax (yincluding the jurisdiction of the paying agent); or (2) an official position regarding any other jurisdiction (other than the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction United States or any political subdivision thereofor governmental authority thereof or therein having the power to tax) in which a Payor is incorporated or organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2). If , a withholding “Relevant Taxing Jurisdiction”), will at any time be required by law to be made from any payments made by or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder on behalf of any Payor or the paying agent with respect to any Security such Additional Amounts or Guarantee, as may be necessary so that every net payment applicable, including (without limitation) payments of principal, redemption price, interest or premium, if any, interest or any other amount made to the Payor will pay (together with such Holderpayments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments, after the such withholding or deductiondeduction (including any such withholding or deduction from such Additional Amounts), will not be less than the amount provided for amounts that would have been received in respect of such payments on any such Security or Guarantee in the indenture to be then due and payable. The Issuer will not be required to pay any absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of: (i1) any taxTaxes, fee, duty, assessment or governmental charge of whatever nature which to the extent such Taxes would not have been so imposed but for the fact that such Holder existence of any present or former connection between the relevant holder (aor between a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant holder, if the relevant holder is an estate, nominee, trust, partnership, limited liability company or corporation) was and the Relevant Taxing Jurisdiction (including, being resident for tax purposes, or being a resident, domiciliary citizen or resident or national of, or engaged in carrying on a business or maintained maintaining a permanent establishment in, or was being physically present in, the relevant taxing jurisdiction Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment more than 30 days after the date on which the payment in respect holding of such Security became due and payable or provided forthe receipt of any payment or the exercise or enforcement of rights under such Security or Guarantee or the Indenture; (2) any Taxes, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is Taxes are imposed or withheld by reason of the failure by the Holder holder or the beneficial owner of such the Security to comply with any a reasonable written request by us of the Payor addressed to the holder within 90 or beneficial owner, after reasonable notice (at least 30 days of before any such request (a) withholding or deduction would be payable), to provide information certification, information, documents or other evidence concerning the nationality, residence or identity of the holder or (b) such beneficial owner or to make any declaration or other similar claim or satisfy any information or other reporting requirementrequirement relating to such matters, which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such taxTaxes, feebut, dutyin each case, assessment only to the extent the holder or other governmental chargebeneficial owner is legally entitled to do so; (iv3) any withholding Taxes, to the extent such Taxes are imposed as a result of the presentation of the Security for more than 30 days after the later of the applicable payment date or deduction required the date the relevant payment is first made available for payment to be made pursuant the holder (except to EU Council Directive 2003/48/EC of 3 June 2003 the extent that the holder would have been entitled to Additional Amounts had the Security been presented on the taxation last day of savings income in such 30 day period); (4) any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the form Securities or any Guarantee; (5) any estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes; (6) any Taxes to the extent that such Taxes are withheld by application of interest payments the Luxembourg law of December 23, 2005, as amended (the “EU Directive2005 Law”); (7) any Taxes imposed, deducted or withheld pursuant to section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code, in each case, as of the Issue Date (and any amended or successor version that is substantively comparable), any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing or complying with, or introduced in order to conform to such EU Directivean intergovernmental agreement relating thereto (“FATCA”); or (v) 8) any combination of the items (1), ) through (2), (37) and (4)above. In addition, no Additional Amounts shall be paid with respect to a Holder who is a fiduciary or a partnership or any Person other than the Issuer beneficial owner of the Securities, to the extent that the beneficiary or settler with respect to such fiduciary, the member of such partnership or the beneficial owner would not have been entitled to Additional Amounts had such beneficiary, settler, member or beneficial owner held such Securities directly. The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law. The Payor will provide certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant tax authority imposing such Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable. Such copies shall be made available to the Holders upon reasonable request and will be made available at the designated corporate trust office of the Paying Agent. If a Payor is obligated to pay Additional Amounts with respect to any payment made on any Security, at least 30 days prior to the date of principal ofsuch payment, the Payor will deliver to the Trustee an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable and such other information necessary to enable the paying agent to pay Additional Amounts on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 30 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable thereafter). The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. Wherever in this Indenture, any applicable supplemental indenture or the Securities there is mentioned, in any context: (1) the payment of principal; (2) interest; or (3) any other amount payable on or with respect to any of the Securities, such reference shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay and indemnify each Holder for any present or future stamp, issue, registration, court or documentary taxes, or premium, if any, charges or similar levies (including any related interest or penalties with respect thereto) or any other amounts onexcise or property taxes, charges or similar taxes (including any related penalties or interest with respect thereto) that arise in a Relevant Taxing Jurisdiction from the execution, delivery, issuance, enforcement or registration, or receipt of payments with respect to any of the Securities, any Guarantee, this Indenture, or any other document referred to herein or therein (other than in each case, in connection with a transfer of the Securities after the initial resale by the initial purchasers pursuant to this offering), except for any Luxembourg registration duties (droits d’enregistrement) payable in the case of voluntary registration of the aforementioned documents by a holder with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg, or registration of the aforementioned documents in Luxembourg when such note registration is not required to enforce the rights of that holder under the aforementioned documents. The foregoing obligations will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner, and will apply mutatis mutandis to any Holder who jurisdiction in which any successor to a Payor is a fiduciary incorporated or partnership organized, engaged in business for tax purposes or other than otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to, the sole beneficial owner Securities is made by or on behalf of such Security if such payment would be required by the laws of the relevant taxing jurisdiction (Person, or any political subdivision or relevant taxing authority or agency thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such Additional Amounts had it been the Holder of the Security.

Payment of Additional Amounts. The Issuer will make all ‌ (a) All payments made by or on behalf of principal the Issuer, any Guarantor or a‌ successor thereto (each, a “Payor”) under, or with respect to, the Notes or the Note Guarantees, as the case may be, shall be made free and clear of and premium, if any, interest and any other amounts on, or in respect of, the Securities without withholding or deduction at source for or on account of any present or future tax, duty, levy, withholdings, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any present Taxes imposed, established, levied, collected or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied assessed by or on behalf of Bermuda (1) Argentina or any politica l subdivision or Governmental Authority thereof or therein having the power to tax, (2) Canada or any political subdivision or Governmental Authority thereof or therein having the power to tax, (3) the United Kingdom or any political subdivision or Governmental Authority thereof or therein having the power to tax, (4) any jurisdiction from or through which payment on the Notes or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or Governmental Authority thereof or therein having the power to tax, or (5) any other jurisdiction in which the Issuer a Payor is organized (a “taxing jurisdiction”) organized, engaged in business or otherwise resident for tax purposes, or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority Governmental Authority thereof or therein or having the power to tax (yeach of sub-clause (1), (2), (3), (4) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings and (including, without limitation5), a holding by a court of competent jurisdiction “Relevant Taxing Jurisdiction”) will at any time be required from any payments made under, or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay with respect to the Holder of any Security such Additional Amounts as may be necessary so that every net payment Notes or the Note Guarantees, including payments of principal, premium, if any, interest redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by the Holders of the Notes after such withholding or deduction (including‌‌‌‌ any other amount made to such Holder, after deduction or withholding from such Additional Amounts) in respect of such Taxes shall equal the respective amounts which would have been receivable by each Holder in respect of such payments in the absence of such withholding or deduction, will not be less than and the amount provided Payor and the Guarantors shall indemnify the Holders of the Notes for any Taxes payable by such Holders imposed by a Relevant Taxing Jurisdiction for any failure by the Payor or the Guarantors to deduct or withhold Taxes in such Security or in the indenture to be then due and payable. The Issuer will not be required to pay respect of which any Additional Amounts for or on account ofwould otherwise have been payable; provided, however, that no such Additional Amounts will be payable with respect to: (i) any tax, fee, duty, assessment or governmental charge of whatever nature which Taxes that would not have been so imposed but for the fact that such existence of any present or former connection between the relevant Holder or beneficial owner of Notes (a) was or between a residentfiduciary, domiciliary settlor, beneficiary, member, partner or national shareholder of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction Holder or any political subdivision thereof or otherwise had some connection with beneficial owner, if the relevant taxing jurisdiction Holder or beneficial owner is an estate, nominee, trust, limited liability company, partnership or corporation) and the Relevant Taxing Jurisdiction (other than by reason of the mere ownership of, of such Notes or the receipt of payment under, such Security, (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, 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 provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day periodthereof); (ii) any estate, inheritance, gift, salepersonal property, transfersales, personal property or similar tax, assessment transfer or other governmental chargesimilar Tax imposed with respect to such payment; (iii) any taxTaxes that are imposed, feepayable or due because Certificated Notes are presented for payment (where presentation is required) more than 30 days after the later of (i) the date such payment was due and (ii) if the full amount payable has not been received by the Trustee on or prior to such due date, dutythe date on which, assessment or other governmental charge the full amount having been so received, notice to that is effect will have been given to the Holders by the Trustee, except for Additiona l Amounts with respect to Taxes that would have been imposed had the Holder presented the Notes for payment during such 30-day period; (iv) any portion of a Tax to the extent imposed or withheld solely by reason of the failure by of the Holder or beneficial owner of such Security Notes to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationalitycertification, residence or identity of the holder or (b) to make any declaration identification, information, documentation or other similar claim or satisfy any information or reporting requirement, which requirements if (1) such compliance is required or imposed by a statute, treaty, treaty or regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof Relevant Taxing Jurisdiction as a precondition to exemption from all from, or part reduction in the rate of deduction or withholding of, such taxTaxes, fee(2) the Holder or beneficial owner is a Holder or beneficial owner who would have been able to avoid the relevant Tax by so complying, duty(3) the Issuer has given the Holder or the beneficial owner at least 60 days’ notice that the Holder or beneficial owner will be required to so comply, assessment and (4) such compliance is not materially more onerous to the Holder or beneficial owner than would be comparable certification, information, documentation or other governmental charge; reporting requirements imposed under U.S. tax law, regulation and administrative practice (iv) any withholding or deduction required to be made pursuant to EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”), such as IRS Forms W-8 and W-9 or any law implementing or complying with, or introduced in order to conform to such EU Directive; orcomparable successor forms); (v) any withholding Taxes imposed under XXXXX; (vi) any Taxes payable otherwise than by withholding or deduction from payments on the Notes; (vii) any Taxes payable by virtue of the Issuer, any Guarantor or a successor thereto not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with a Holder or beneficial owner of Notes at the time of the payment; (viii) any Taxes payable by virtue of a Holder or beneficial owner of Notes being either (i) a “specified non-resident shareholder” of the Issuer or a relevant Guarantor or (ii) a non-resident person who does not deal at arm’s length with a specified shareholder of the Issuer or a Guarantor, in each case for the purposes of subsection 18(5) of the Income Tax Act (Canada); or (ix) any combination of items the above. (1)b) Also, (2), (3) and (4). In addition, the Issuer such Additional Amounts will not pay Additional Amounts be payable with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such Security if such payment would be required by payment, to the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of extent that a beneficiary or partner or settlor with respect to such fiduciary or fiduciary, a member of such a partnership or a the beneficial owner to the extent of such beneficiary, partner or settlor payment would not have been entitled to the Additiona l Amounts had such beneficiary, settlor, member or beneficial owner held such Notes directly. (c) The Payor will (1) make any required withholding or deduction, and (2) remit the full amount deducted or withheld to the applicable taxing authority in the Relevant Taxing Jurisdiction in accordance with Applicable Law. The Payor will provide to the Trustee certified copies of tax receipts or, if such tax receipts are not reasonably available, such other documentation evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor will attach to such documentation a certificate stating (i) that the amount of withholding Taxes evidenced by such documentation was paid in connection with payments in respect of the principal amount of Notes then outstanding, and (ii) the amount of such withholding Taxes paid per U.S. Dolla r principal amount of the Notes. (d) If the Payor will be obligated to pay Additional Amounts had it been with respect to any payment under or with respect to the Holder Notes, the Payor will deliver to the Trustee, at least three Business Days prior to the relevant payment date, an Officer’s Certificate stating the fact that such Additiona l Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additiona l Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate shall be relied upon by the Trustee without further enquiry until receipt of a further Officer’s Certificate addressing such matters. (e) The Issuer and the Guarantors will timely pay any present or future stamp, court, documentary or any excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, issue or registration of the SecurityNotes, this Indenture, any Note Guarantee or any documentation with respect thereto, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United Kingdom and Argentina except those resulting from, or required to be paid in connection with, the enforcement of the Notes after the occurrence and during the continuance of any Event of Default and the Issuer agrees to indemnify each of the Trustee, the Paying Agents, the U.S. Collateral Agent and the Holders of the Notes for any such amounts paid by the Trustee, the Paying Agents, the U.S. Collateral Agent or such Holders with respect to the Notes in default. (f) In the event that any Payor pays any personal assets tax in respect of Outstanding Notes, the Issuer and each of the Guarantors hereby waives any right it may have under Argentine law to seek reimbursement from the Holders or direct owners of the Notes of any such amounts paid. (g) The foregoing obligations to pay Additiona l Amounts and indemnities will survive any termination, defeasance or discharge of this Indenture and any transfer by an investor of its Notes (or beneficial interest therein) or the resignation or removal of the Trustee or Paying Agent. (h) Whenever in this Indenture or in the Notes, there is mentioned, in any context, (1) the payment of principal, premium, if any, or interest, (2) redemption prices or purchase prices in connection with the redemption or purchase of Notes or (3) any other amount payable under or with respect to any Notes, such mention shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Section 3.39 or in the Notes. (i) The Trustee, the U.S. Collateral Agent and any Paying Agent shall have the right to withhold or deduct any amounts payable in respect of Taxes from any distributions made by it and shall have no obligation to gross-up or pay any Additional Amounts to any party in respect of any amounts so withheld or deducted.

Payment of Additional Amounts. The Issuer will make Unless otherwise specified in the applicable prospectus supplement, all payments of principal of and premium, if any, interest and any other amounts on, or payable in respect of, of the Securities debt securities by us will be made without us making any withholding of or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”), unless the withholding or deduction of such Taxes is required or authorized by law or the administration thereof. In that event, we will, subject to certain exceptions and limitations set forth below, pay such additional amounts (“Additional Amounts”) to the holder or beneficial owner of any debt security as may be necessary in order that every net payment of the principal of and interest on such debt security and any other amounts payable on such debt security, after any withholding or deduction for Taxes imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Issuer is organized (a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction Canada or any political subdivision or taxing authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”) (and Taxes imposed or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding levied by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions described below, pay to the Holder of any Security Taxing Jurisdiction on such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after the withholding or deductionAmounts), will not be less than the amount provided for in such Security holder or in the indenture to be then due and payablebeneficial owner would have received if such Taxes imposed or levied by or on behalf of a Taxing Jurisdiction had not been withheld or deducted. The Issuer We will not not, however, be required to pay make any payment of Additional Amounts to any holder or beneficial owner for or on account of: : • any Taxes that would not have been so imposed but for a present or former connection (iincluding, without limitation, carrying on business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a Taxing Jurisdiction) between such holder or beneficial owner of a debt security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and a Taxing Jurisdiction, other than merely holding such debt security or receiving payments with respect to such debt security; • any taxestate, feeinheritance, dutygift, assessment sales, transfer or governmental charge personal property Tax or any similar Tax with respect to a debt security; • any Tax imposed by reason that such holder or beneficial owner of whatever nature a debt security or other person entitled to payments on the debt security does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with us or is, or does not deal at arm’s length with any person who is, a “specified shareholder” of us for purposes of the thin capitalization rules in the Income Tax Act (Canada); • any Tax that is levied or collected otherwise than by withholding from payments on or in respect of a debt security; • any Tax required to be withheld by any paying agent from any payment on a debt security, if such payment can be made without such withholding by at least one other paying agent; • any Tax that would not have been imposed but for the failure of a holder or beneficial owner of a debt security to comply with certification, identification, declaration, information or other reporting Table of Contents requirements, if such compliance is required by a Taxing Jurisdiction (including where required by statute, treaty, regulation or administrative pronouncement) as a precondition to relief or exemption from such Tax; • any Tax which would not have been imposed but for the fact that such Holder presentation of a debt security (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security ) for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date more than 30 days after (i) the date on which the such payment in respect of such Security became due and payable or (ii) the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; (iv) ; • any withholding or deduction required to be made imposed pursuant to EU Council Directive 2003/48/EC (i) Sections 1471 to 1474 of 3 June 2003 on the taxation U.S. Internal Revenue Code of savings income in the form of interest payments 1986, as amended (the “EU DirectiveFATCA”), or any law implementing or complying withsuccessor version thereof, or introduced in order any similar legislation imposed by any other governmental authority, (ii) any treaty, law, regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to conform to such EU DirectiveFATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between us and the United States or any authority thereof implementing FATCA; or (v) or • any combination of the items (1), (2), (3) and (4). In addition, the Issuer will not pay listed above; nor shall Additional Amounts be paid with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such note on a debt security to any Holder a holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such Security if such payment would be required by to the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of extent a beneficiary or partner or settlor with respect to such fiduciary or fiduciary, a member of such partnership or a such beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such the Additional Amounts had it been such beneficiary, settlor, member or beneficial owner held its interest in the Holder of the Securitydebt security directly.

Payment of Additional Amounts. The (a) All payments by the Issuer will make all payments of principal of and premium, if any, interest and any other amounts on, or the Guarantor in respect of, of the Securities Notes and the Note Guaranty will be made without withholding or deduction at source for, for or on account of, any present or future taxes, fees, duties, assessments 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 Bermuda the Cayman Islands, Brazil or, following any merger, consolidation, transfer, liquidation, winding-up, dissolution or any other assumption of obligations in accordance with Sections 4.07 and 4.11 hereof, the jurisdiction in which the Issuer resulting, surviving or transferee Person is organized (a “taxing jurisdiction”) incorporated, resident for tax purposes or treated as engaged in business, or, in each case, any political subdivision thereof or taxing authority thereof or thereintherein (each, a “Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is requiredrequired by law. In that event, the Issuer will, subject to certain limitations and exceptions described below, or the Guarantor will pay to the each Holder of any Security such additional amounts (“Additional Amounts Amounts”) as may be necessary so in order that every net payment made by the Issuer or the Guarantor on each Note after deduction or withholding for or on account of principalany present or future tax, premiumpenalty, if anyfine, interest duty, assessment or any other amount made to governmental charge imposed upon or as a result of such Holder, after payment by the withholding or deduction, Taxing Jurisdiction will not be less than the amount provided for in such Security or in the indenture to be then due and payablepayable on such Note. The Issuer foregoing obligation to pay Additional Amounts, however, will not be required to pay any Additional Amounts for or on account ofapply to: (i) any tax, fee, duty, assessment or other governmental charge of whatever nature which would not have been imposed but for the fact that existence of any present or former connection between such Holder (aor between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership or a corporation) was or beneficial owner, on the one hand, and the Taxing Jurisdiction, on the other hand, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) or beneficial owner being or having been a resident, domiciliary citizen or national ofresident thereof or being or having been engaged in a trade or business or present therein or having, or engaged in business or maintained having had, a permanent establishment or was physically present intherein, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of but not including the mere ownership of, or receipt of such payment underor the ownership or holding of such Note; (ii) any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by such Security, Holder for payment (b) presented, where presentation is required, such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment on a date more than 30 days after the date on which the such payment in respect of such Security 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 Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) any taxthe extent that the taxes, feeduties, duty, assessment assessments or other governmental charge that is charges would not have been imposed or withheld by reason of but for the failure by the Holder of such Security Holder or beneficial owner to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information certification, identification or other reporting requirements concerning the nationality, residence residence, identity or identity connection with the Taxing Jurisdiction of the holder or Holder if (ba) to make any declaration or other similar claim or satisfy any information or reporting requirement, which such compliance is required or imposed by statute, treaty, regulation or administrative practice other applicable law of the relevant taxing jurisdiction or any political subdivision thereof such Taxing Jurisdiction as a precondition to exemption from all or a part of such tax, fee, dutyassessment or other governmental charge and (b) at least 30 days prior to the date on which the Issuer or the Guarantor applies this clause (iii) the Issuer or the Guarantor will have notified all Holders of Notes that some or all Holders of Notes shall be required to comply with such requirement; (iv) a tax, assessment or other governmental charge; (iv) any withholding or deduction charge imposed on a payment to an individual and required to be made pursuant to EU Council the European Union Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “EU Directive”)savings, which was adopted on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, that directive; (v) any tax, assessment or governmental charge imposed on a Note presented for payment by or on behalf of a Holder who would have been able to such EU Directiveavoid that withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (vi) any estate, inheritance, gift, sales, transfer or personal property tax or similar tax; (vii) any tax, assessment or governmental charge payable other than by deduction or withholding from payments of principal or of interest on the Note; or (vviii) any combination of items (1)i) through (vii) above. (b) The Issuer or the Guarantor shall also pay any present or future stamp, (2)court or documentary taxes or any other excise taxes, (3) and (4). In additioncharges or similar levies which arise in any jurisdiction from the execution, delivery, registration or the making of payments in respect of the Notes, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of any Taxing Jurisdiction other than those resulting from, or required to be paid in connection with, the Issuer will not pay enforcement of the Notes following the occurrence of any Default or Event of Default. (c) No Additional Amounts shall be paid with respect to any a payment of principal of, on a Note or premium, if any, interest or any other amounts on, any such note under the Note Guaranty to any a Holder who that is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by to the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of extent a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner to the extent such beneficiary, partner or settlor would not have been entitled to such receive payment of the Additional Amounts had it the beneficiary, settlor, member or beneficial owner been the Holder of the SecurityNote. (d) The Issuer or the Guarantor will provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof, if available) evidencing the payment of taxes in any Taxing Jurisdiction in respect of which the Issuer or the Guarantor has paid any Additional Amounts. Copies of such documentation will be made available to the Holders of the Notes or the Paying Agents, as applicable, upon written request therefor. (e) The Issuer or the Guarantor will: (i) at least 10 Business Days prior to the first Interest Payment Date for any Notes (and at least 10 Business Days prior to each succeeding Interest Payment Date or any Optional Redemption Date or Stated Maturity Date if there has been any change with respect to the matters set forth in the below-mentioned officer’s certificate), deliver to the Trustee and each Paying Agent an officer’s certificate (i) specifying the amount, if any, of taxes described in this