Common use of Payments of Additional Amounts Clause in Contracts

Payments of Additional Amounts. If the Borrower is at any time (x) required by Law to make any deduction or withholding in respect of any Indemnified Taxes from any amount payable under this Agreement or (y) prevented by operation of Law from paying, causing to be paid or reimbursing the payment of any Indemnified Taxes or (z) required to reimburse a Taxed Party for any Indemnified Taxes paid by the latter but which, under the terms hereof, the Borrower is obliged to pay, the Borrower covenants and agrees to pay such additional amounts as may be necessary in order that the net amounts retained by any Taxed Party, after any deduction or withholding, after the deduction of any such Indemnified Taxes not paid, caused to be paid or reimbursed by the Borrower, after the payment of such Indemnified Taxes by the Taxed Party and after any Taxes imposed on or measured by the net income, profit or capital of the Taxed Party as a result of its receipt of additional amounts hereunder, shall equal the net after-tax amounts which would have been retained by such Taxed Party if any deduction or withholding had not been made, if such Indemnified Taxes had been paid, caused to be paid or reimbursed by the Borrower, if such Indemnified Taxes had not been paid by the Taxed Party and if no additional amounts had been paid hereunder. Such additional amounts shall be paid (i) in the case of amounts payable as a result of a deduction or withholding from an amount payable under this Agreement, on the date the latter amount is payable, (ii) in the case of amounts payable as a result of the failure by the Borrower to pay or reimburse such Indemnified Taxes, on the earlier of the date on which such Indemnified Taxes are due and the fifth day following the receipt by the Borrower of a notice from the Taxed Party that such Indemnified Taxes have been paid by such Taxed Party, (iii) in the case of Indemnified Taxes paid by a Taxed Party and that the Borrower is obliged to pay, on demand from the Taxed Party and (iv) in the case of amounts payable as a result of Taxes imposed on or measured by the net income, profit or capital of any Taxed Party as a result of its receipt of additional amounts hereunder, on the fifth day following the receipt by the Borrower of a request therefor by such Taxed Party. Upon request from the Borrower, the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section shall provide the Borrower with such information and documentation as the Borrower may reasonably request. For greater certainty, it is understood and agreed that the Borrower shall not be obliged to pay under any provision of this Article 16 any additional amount to or for the account of any Taxed Party in respect of a Tax imposed on or measured by the net income, profit or capital of such Taxed Party.

Payments of Additional Amounts. If the any Borrower is at any time (x) required by Law to make any deduction or withholding in respect of any Indemnified Taxes from any amount payable under this Agreement or (y) prevented by operation of Law from paying, causing to be paid or reimbursing the payment of any Indemnified Taxes or (z) required to reimburse a Taxed Party for any Indemnified Taxes paid by the latter but which, under the terms hereof, the such Borrower is obliged to pay, the Borrower covenants Borrowers solidarily covenant and agrees agree to pay such additional amounts as may be necessary in order that the net amounts retained by any Taxed Party, after any deduction or withholding, after the deduction of any such Indemnified Taxes not paid, caused to be paid or reimbursed by the such Borrower, after the payment of such Indemnified Taxes by the Taxed Party and after any Taxes imposed on or measured by the net income, profit or capital of the Taxed Party as a result of its receipt of additional amounts hereunder, shall equal the net after-tax amounts which would have been retained by such Taxed Party if any deduction or withholding had not been made, if such Indemnified Taxes had been paid, caused to be paid or reimbursed by the such Borrower, if such Indemnified Taxes had not been paid by the Taxed Party and if no additional amounts had been paid hereunder. Such additional amounts shall be paid (i) in the case of amounts payable as a result of a deduction or withholding from an amount payable under this Agreement, on the date the latter amount is payable, (ii) in the case of amounts payable as a result of the failure by the a Borrower to pay or reimburse such Indemnified Taxes, on the earlier of the date on which such Indemnified Taxes are due and the fifth day following the receipt by the such Borrower of a notice from the Taxed Party that such Indemnified Taxes have been paid by such Taxed Party, (iiiParty,(iii) in the case of Indemnified Taxes paid by a Taxed Party and that the a Borrower is obliged to pay, on demand from the Taxed Party and (iv) in the case of amounts payable as a result of Taxes imposed on or measured by the net income, profit or capital of any Taxed Party as a result of its receipt of additional amounts hereunder, on the fifth day following the receipt by the Borrower Borrowers of a request therefor by such Taxed Party. Upon request from the a Borrower, the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section shall provide the such Borrower with such information and documentation as the such Borrower may reasonably request. For greater certainty, it is understood and agreed that the Borrower shall not be obliged to pay under any provision of this Article 16 any additional amount to or for the account of any Taxed Party in respect of a Tax imposed on or measured by the net income, profit or capital of such Taxed Party.

Payments of Additional Amounts. If any of the Borrower Guarantors is at any time (x) required by Law to make any deduction or withholding in respect of any Indemnified Taxes from any amount payable under this Agreement or (y) prevented by operation of Law from paying, causing to be paid or reimbursing the payment of any Indemnified Taxes or (z) required to reimburse a Taxed Party for any Indemnified Taxes paid by the latter but which, under the terms hereof, the Borrower is Guarantors are obliged to pay, each of the Borrower Guarantors covenants and agrees to pay such additional amounts amount as may be necessary in order that the net amounts retained by any Taxed Party, after any deduction or withholding, after the deduction of any such Indemnified Taxes not paid, caused to be paid or reimbursed by the Borrowerany Guarantor, after the payment of such Indemnified Taxes by the Taxed Party and after any Taxes imposed on or measured by the net income, profit or capital of the Taxed Party as a result of its receipt of additional amounts hereunder, shall equal the net after-tax amounts which would have been retained by such Taxed Party if any deduction or withholding had not been made, if such Indemnified Taxes had been paid, caused to be paid or reimbursed by the Borrowerany Guarantor, if such Indemnified Taxes had not been paid by the Taxed Party and if no additional amounts had been paid hereunder. Such additional amounts shall be paid (i) in the case of amounts payable as a result of a deduction or withholding from an amount payable under this Agreement, on the date the latter amount is payable, (ii) in the case of amounts payable as a result of the failure by the Borrower any Guarantor to pay or reimburse such Indemnified Taxes, on the earlier of the date on which such Indemnified Taxes are due and the fifth day following the receipt by the Borrower Guarantors of a notice from the Taxed Party that such Indemnified Taxes have been paid by such Taxed Party, (iii) in the case of Indemnified Taxes paid by a Taxed Party and that the Borrower is Guarantors are obliged to pay, on demand from the Taxed Party and (iv) in the case of amounts payable as a result of Taxes imposed on or measured by the net income, profit or capital of any Taxed Party as a result of its receipt of additional amounts hereunder, on the fifth day following the receipt by the Borrower Guarantors of a request therefor by such Taxed Party. Upon request from the Borrowerany Guarantor, the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section 6.2 shall provide the Borrower Borrowers with such information and documentation as the Borrower such Guarantor may reasonably request. For greater certainty, it is understood and agreed that the Borrower shall not be obliged to pay under any provision of this Article 16 any additional amount to or for the account of any Taxed Party in respect of a Tax imposed on or measured by the net income, profit or capital of such Taxed Party.

Payments of Additional Amounts. If The Guarantor agrees that all payments made by the Borrower is at any time (x) required by Law to make any deduction or withholding Guarantor in respect of its Guarantee will be made free and clear of and without withholding or deduction for or on account of any Indemnified present or future Taxes, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Guarantee, the Guarantor will pay such additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder of Securities (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; PROVIDED that no Additional Amounts will be payable under this Agreement with respect to a payment made to a Holder (an "EXCLUDED HOLDER") (i) with which the Guarantor does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or (y) prevented by operation of Law from paying, causing at the time that any such payment is deemed to be paid or reimbursing credited or (ii) which is subject to Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of the Securities or the receipt of payments thereunder. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Guarantor will furnish to the holders of the Securities that are outstanding on the date of any withholding or deduction, within 30 days after the date of the payment of any Indemnified Taxes due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder of Securities (other than an Excluded Holder) and, upon written request of any Holder of Securities (other than an Excluded Holder), reimburse each such Holder, for the amount of (i) any such Taxes so levied or (z) required to reimburse a Taxed Party for any Indemnified Taxes imposed and paid by the latter but which, under the terms hereof, the Borrower is obliged to pay, the Borrower covenants and agrees to pay such additional amounts as may be necessary in order that the net amounts retained by any Taxed Party, after any deduction or withholding, after the deduction of any such Indemnified Taxes not paid, caused to be paid or reimbursed by the Borrower, after the payment of such Indemnified Taxes by the Taxed Party and after any Taxes imposed on or measured by the net income, profit or capital of the Taxed Party Holder as a result of its receipt of additional amounts hereunder, shall equal payments made under or with respect to the Guarantee; and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net after-tax amounts which amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have been retained by received if Taxes on such Taxed Party if any deduction or withholding reimbursement had not been madeimposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such Indemnified Taxes had been paidpayment, caused the Guarantor will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be paid or reimbursed by payable and specifying the Borroweramounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Securities on the payment date. Whenever in this Indenture there is mentioned, in any context, principal, premium, if such Indemnified Taxes had not been paid by the Taxed Party and if no additional amounts had been paid hereunder. Such additional amounts shall be paid (i) in the case of amounts payable as a result of a deduction any, interest or withholding from an any other amount payable under this Agreementor with respect to any Security, on such mention shall be deemed to include the date the latter amount is payable, (ii) in the case of amounts payable as a result of the failure by the Borrower to pay or reimburse such Indemnified Taxes, on the earlier of the date on which such Indemnified Taxes are due and the fifth day following the receipt by the Borrower of a notice from the Taxed Party that such Indemnified Taxes have been paid by such Taxed Party, (iii) in the case of Indemnified Taxes paid by a Taxed Party and that the Borrower is obliged to pay, on demand from the Taxed Party and (iv) in the case of amounts payable as a result of Taxes imposed on or measured by the net income, profit or capital of any Taxed Party as a result of its receipt of additional amounts hereunder, on the fifth day following the receipt by the Borrower of a request therefor by such Taxed Party. Upon request from the Borrower, the Taxed Party claiming payment of Indemnified Taxes under Additional Amounts to the provisions of this Section shall provide the Borrower with extent that, in such information and documentation as the Borrower may reasonably request. For greater certaintycontext, it is understood and agreed that the Borrower shall not Additional Amounts are, were or would be obliged to pay under any provision of this Article 16 any additional amount to or for the account of any Taxed Party payable in respect of a Tax imposed on or measured by the net income, profit or capital of such Taxed Party.thereof. ARTICLE ELEVEN

Payments of Additional Amounts. All payments by the Company in respect of the Debt Securities will be made free and clear of and without deduction or withholding for or on account of any present or future taxes, duties, levies, imposts, assessments or other charges (including penalties, interest and other additions thereto) that are imposed by or on behalf of any political subdivision or territory or possession of Argentina or any authority or agency therein or thereof having power to tax ("Taxes") unless such withholding or deduction is required by law. If the Borrower Company is at any time (x) required by Law law to make any deduction such withholding or withholding in respect of any Indemnified Taxes from any amount payable under this Agreement or (y) prevented by operation of Law from paying, causing to be paid or reimbursing the payment of any Indemnified Taxes or (z) required to reimburse a Taxed Party for any Indemnified Taxes paid by the latter but which, under the terms hereofdeduction, the Borrower is obliged Company will pay to pay, the Borrower covenants and agrees to pay any Holder such additional amounts ("Additional Amounts") as may be necessary in order that every net payment made by the net amounts retained by any Taxed Party, Company on the Holder's Debt Security after any deduction or withholding, after the deduction withholding for or on account of any such Indemnified present or future Taxes will not paidbe less than the amount then due and payable on such Debt Security. The foregoing obligation to pay Additional Amounts, caused however, will not apply to be paid or reimbursed by the Borrower, after the payment of such Indemnified Taxes by the Taxed Party and after any Taxes imposed on or measured by the net income, profit or capital of the Taxed Party as a result of its receipt of additional amounts hereunder, shall equal the net after-tax amounts which would have been retained by such Taxed Party if any deduction or withholding had not been made, if such Indemnified Taxes had been paid, caused to be paid or reimbursed by the Borrower, if such Indemnified Taxes had not been paid by the Taxed Party and if no additional amounts had been paid hereunder. Such additional amounts shall be paid (i) in any Taxes that would not have been imposed but for the case existence of amounts payable as a result any present or former connection between such Holder and Argentina other than the mere receipt of a deduction such payment or withholding from an amount payable under this Agreement, on the date the latter amount is payable, ownership or holding of such Debt Security; (ii) in any Taxes that would not have been imposed but for the case of amounts payable as a result of the failure presentation by the Borrower to pay or reimburse Holder of such Indemnified Taxes, Debt Security for payment on the earlier of a date more than 15 days after the date on which such Indemnified Taxes are payment became due and payable or the fifth day following the receipt by the Borrower of a notice from the Taxed Party that such Indemnified Taxes have been paid by such Taxed Partydate on which payment thereof is duly provided for, whichever occurs later; (iii) in if the case beneficial owner of Indemnified Taxes paid by a Taxed Party such Debt Security had been the Holder of the Debt Security and that would not be entitled to the Borrower is obliged to pay, on demand from the Taxed Party and payment of Additional Amounts; (iv) any Taxes required to be deducted or withheld by any paying agent from a payment on a Debt Security, if such payment can be made without such deduction or withholding by any other paying agent; or (v) any Taxes that would not have been imposed but for the failure of the Holder to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with the taxing jurisdiction of the Holder or beneficial owner of such Debt Security. Any reference herein to principal and/or interest shall be deemed also to refer to any Additional Amounts which may be payable under the undertakings described in this paragraph, and express reference to the case payment of amounts payable Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express reference is not made. In addition, the Company agrees to pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties that may be imposed by Argentina or the United States in connection with the creation, issue and offering of this Debt Security. Redemption for Tax Reasons If at any time subsequent to the issuance of Debt Securities of any series, as a result of Taxes imposed any change in or amendment to the laws, regulations or governmental policy having the force of law or in the official interpretation or application thereof of Argentina (or of any political subdivision or taxing authority thereof or therein) or any execution of or amendment to, any treaty or treaties affecting taxation to which Argentina (or such political subdivision or taxing authority) is a party, which change or amendment becomes effective after the date of the Indenture, the Company is required, or would be required on or measured the next succeeding interest payment date, to pay Additional Amounts in respect of payments on the Debt Securities of such series and the payment of such Additional Amounts cannot be avoided by the net income, profit or capital use of any Taxed Party reasonable measures available to the Company (which shall not include any adverse modification of the terms of the Indenture or the Debt Securities of such series), then the Debt Securities of such series may be redeemed as a whole (but not in part), at the option of the Company, at any time upon not less than 30 nor more than 90 days' notice given to the Holders of the Debt Securities of such series at any time at an amount equal to 100% of their principal amount together with accrued and unpaid interest thereon to the date fixed for redemption. In order to effect a redemption of Debt Securities of any series pursuant to clause (a) above, the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date, (i) a certificate signed by two directors of the Company stating that the obligation to pay such Additional Amounts cannot be avoided by the Company taking reasonable measures available to it and (ii) an opinion of independent legal counsel of recognized standing to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of its receipt of additional amounts hereundersuch change, on the fifth day following the receipt amendment or executed or amended treaty. Such certificate, once delivered by the Borrower Company to the Trustee, will be irrevocable and upon its delivery the Company shall be obligated to make the payment or payments referred to therein. No notice of a request therefor by such Taxed Party. Upon request from redemption may be given earlier than 90 days prior to the Borrower, earliest date on which the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section shall provide the Borrower with such information and documentation as the Borrower may reasonably request. For greater certainty, it is understood and agreed that the Borrower shall not Company would be obliged obligated to pay such Additional Amounts were a payment in respect of the Debt Securities of such series then due. The certificate shall additionally specify the Redemption Date and all other information necessary for the publication and mailing by the Trustee of notices of such redemption. The Trustee shall be entitled to rely conclusively upon the information so furnished by the Company in such certificate and shall be under no duty to check the accuracy or completeness thereof. Purchase by the Company The Company may at any provision of this Article 16 time purchase Debt Securities in the open market or by tender or private agreement at any additional amount to or price. All Debt Securities so purchased may be held for the account of any Taxed Party in respect of a Tax imposed on the Company or measured may be resold by the net income, profit Company or capital of such Taxed Party.may be delivered by the Company to the Trustee for cancellation. Certain Covenants

Payments of Additional Amounts. If All payments by the Borrower Issuer under the Securities and this Indenture and all payments by the Guarantor under the Parent Guarantee and this Indenture will be made free and clear of and without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction in which the Issuer or the Guarantor, as the case may be, is at incorporated or the Russian Federation (such jurisdiction, or the jurisdiction of any time of their respective successors, each a “Taxing Jurisdiction”) or any political subdivision or taxing authority thereof or therein unless such taxes, fees, duties, assessments or other governmental charges are required to be withheld or deducted by (x) required by Law to make the laws (or any deduction regulations or withholding in respect rulings promulgated thereunder) of a Taxing Jurisdiction or any Indemnified Taxes from any amount payable under this Agreement political subdivision or taxing authority thereof or therein or (y) prevented by operation of Law from payingan official position regarding the application, causing to be paid administration, interpretation or reimbursing the payment enforcement of any Indemnified Taxes such laws, regulations or rulings (zincluding, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a Taxing Jurisdiction or any political subdivision thereof) required to reimburse (the amounts of any such payments, “Additional Amounts”). In the event any taxes or other charges or withholding taxes in a Taxed Party for Taxing Jurisdiction are imposed on any Indemnified Taxes paid payments on any Securities or the Parent Guarantee held by the latter but which, under the terms hereofa Securityholder, the Borrower is obliged Issuer or the Guarantor, as the case may be, shall pay to pay, the Borrower covenants and agrees to pay Securityholder such additional amounts Additional Amounts as may be necessary in order so that the net amounts retained receivable by any Taxed Party, such Securityholder after any deduction payment, withholding or withholding, after the deduction of any such Indemnified Taxes not paid, caused to be paid tax or reimbursed by the Borrower, after the payment of such Indemnified Taxes by the Taxed Party and after any Taxes imposed on or measured by the net income, profit or capital of the Taxed Party as a result of its receipt of additional amounts hereunder, shall charge will equal the net after-tax amounts which that would have been retained by such Taxed Party if any deduction receivable on the Securities or withholding had not been madethe Parent Guarantee, as the case may be, if there were no such Indemnified Taxes had been paidpayment, caused to be paid withholding or reimbursed by the Borrower, if such Indemnified Taxes had not been paid by the Taxed Party and if no additional amounts had been paid hereunder. Such additional amounts shall be paid (i) in the case of amounts payable as a result of a deduction or withholding from an amount payable under this Agreement, on the date the latter amount is payable, (ii) in the case of amounts payable as a result of the failure by the Borrower to pay or reimburse such Indemnified Taxes, on the earlier of the date on which such Indemnified Taxes are due and the fifth day following the receipt by the Borrower of a notice from the Taxed Party that such Indemnified Taxes have been paid by such Taxed Party, (iii) in the case of Indemnified Taxes paid by a Taxed Party and that the Borrower is obliged to pay, on demand from the Taxed Party and (iv) in the case of amounts payable as a result of Taxes imposed on or measured by the net income, profit or capital of any Taxed Party as a result of its receipt of additional amounts hereunder, on the fifth day following the receipt by the Borrower of a request therefor by such Taxed Party. Upon request from the Borrower, the Taxed Party claiming payment of Indemnified Taxes under the provisions of this Section shall provide the Borrower with such information and documentation as the Borrower may reasonably request. For greater certainty, it is understood and agreed that the Borrower shall not be obliged to pay under any provision of this Article 16 any additional amount to or for the account of any Taxed Party in respect of a Tax imposed on or measured by the net income, profit or capital of such Taxed Partydeduction.