Common use of Payments of Additional Amounts Clause in Contracts

Payments of Additional Amounts. All payments made by the Issuer under or with respect to the Securities shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), unless the Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities of a series issued and Outstanding under this Indenture, and such Securities are not redeemed in accordance with the provisions described in Section 11.08, the Issuer shall pay as interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of such Securities or the beneficial owner thereof (including Additional Amounts) after such withholding or deduction will not be less than the amount such Holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts shall be payable with respect to: (a) any payment made to a Holder or beneficial owner who is liable for such Taxes in respect of such Securities (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Securities, being a person with which the Issuer does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Canadian Tax Act”)), (ii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer (as defined in subsection 18(5) of the Canadian Tax Act), (iii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein or agency thereof or therein other than the mere acquisition, holding, use or ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights in respect of such Securities as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein or agency thereof or therein, or (iv) by reason of such Holder or beneficial owner’s failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes; (b) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Taxes; (c) any Securities presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Securities been presented on the last day of such 15-day period); (d) any withholding is imposed on a payment to a Holder or beneficial owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive; (e) any Taxes which are payable otherwise than by withholding or deduction from any payment made under or with respect to such Securities or (f) any combination of the foregoing clauses (a) to (e); nor will such Additional Amounts be paid with respect to any payment on any Security to a Holder or beneficial owner who is a fiduciary or partnership or, other than the sole beneficial owner of such Security, to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment (collectively, “Excluded Taxes”). The Issuer shall also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of the Trustee or a Holder, the Issuer will furnish, as soon as reasonably practicable, to the Trustee or such Holder, as applicable, certified copies of tax receipts evidencing such payment by the Issuer. The Issuer shall indemnify and hold harmless each Holder and any beneficial owner thereof and, upon written request of any such Holder or beneficial owner, reimburse such Holder or beneficial owner for the amount of (i) any such Taxes (other than Excluded Taxes) so levied or imposed and paid by such Holder or beneficial owner as a result of any failure of the Issuer to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes (other than Excluded Taxes) so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder or beneficial owner after such reimbursement would not be less than the net amount such Holder or beneficial owner would have received if such Taxes (other than Excluded Taxes) on such reimbursement had not been imposed. This Section 10.08 shall be applicable to each series of Securities issued under this Indenture, unless otherwise specified pursuant to Section 3.01 for the Securities of a particular series. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, interest or any other amount payable under or with respect to the Securities of any series to which this Section 10.08 applies, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Payments of Additional Amounts. All payments made by the Issuer under or with Company in respect to of the Securities shall 7-Year Fixed Rate Notes will be made free and clear of, of and without deduction or withholding or deduction for or on account of, of any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charge charges (including penalties, interest and other additions thereto) that are imposed or levied by or on behalf of the Government of Canada or of any province political subdivision or territory thereof or by possession of Argentina or any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), ) unless the Issuer such withholding or deduction is required to withhold or deduct Taxes by law or by the interpretation or administration thereoflaw. If the Issuer Company is so required by law to withhold make any such withholding or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities of a series issued and Outstanding under this Indenture, and such Securities are not redeemed in accordance with the provisions described in Section 11.08deduction, the Issuer shall Company will pay as interest to any Holder such additional amounts (“Additional Amounts”) as may be necessary so in order that every net payment made by the net amount received by each Holder Company on the Holder’s 7-Year Note after deduction or withholding for or on account of any such Securities present or the beneficial owner thereof (including Additional Amounts) after such withholding or deduction future Taxes will not be less than the amount then due and payable on such Holder or beneficial owner would have received if such Taxes had 7-Year Note. The foregoing obligation to pay Additional Amounts, however, will not been withheld or deducted; provided that no Additional Amounts shall be payable with respect to: (a) any payment made apply to a Holder or beneficial owner who is liable for such Taxes in respect of such Securities (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Securities, being a person with which the Issuer does Taxes that would not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Canadian Tax Act”)), (ii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer (as defined in subsection 18(5) of the Canadian Tax Act), (iii) by reason of have been imposed but for the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein or agency thereof or therein Argentina other than the mere acquisition, holding, use receipt of such payment or the ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights in respect holding of such Securities as a non7-resident or deemed non-resident of Canada or Year Note; (ii) any province or territory thereof or therein or agency thereof or therein, or (iv) Taxes that would not have been imposed but for the presentation by reason the Holder of such Holder or beneficial owner’s failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre7-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes; (b) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Taxes; (c) any Securities presented Year Note for payment on a date more than 15 days after the date on which such payment or such Securities became due and payable or the date on which payment thereof is duly provided for, whichever is later occurs later; (except iii) if the beneficial owner of such 7-Year Note had been the Holder of the 7-Year Note and would not be entitled to the extent payment of Additional Amounts; (iv) any Taxes required to be deducted or withheld by any paying agent from a payment on a 7-Year Note, 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 would have been entitled to such Additional Amounts had comply with any applicable certification, documentation, information or other reporting requirement concerning the Securities been presented on nationality, residence, identity or connection with the last day taxing jurisdiction of such 15-day period); (d) any withholding is imposed on a payment to a the Holder or beneficial owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive; (e) any Taxes which are payable otherwise than by withholding or deduction from any payment made under or with respect to such Securities or (f) any combination of the foregoing clauses (a) to (e); nor will such Additional Amounts be paid with respect to any payment on any Security to a Holder or beneficial owner who is a fiduciary or partnership or, other than the sole beneficial owner of such Security, 7-Year Note. Any reference herein to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment (collectively, “Excluded Taxes”). The Issuer shall also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of the Trustee or a Holder, the Issuer will furnish, as soon as reasonably practicable, to the Trustee or such Holder, as applicable, certified copies of tax receipts evidencing such payment by the Issuer. The Issuer shall indemnify and hold harmless each Holder and any beneficial owner thereof and, upon written request of any such Holder or beneficial owner, reimburse such Holder or beneficial owner for the amount of (i) any such Taxes (other than Excluded Taxes) so levied or imposed and paid by such Holder or beneficial owner as a result of any failure of the Issuer to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes (other than Excluded Taxes) so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder or beneficial owner after such reimbursement would not be less than the net amount such Holder or beneficial owner would have received if such Taxes (other than Excluded Taxes) on such reimbursement had not been imposed. This Section 10.08 shall be applicable to each series of Securities issued under this Indenture, unless otherwise specified pursuant to Section 3.01 for the Securities of a particular series. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, and/or interest or any other amount payable under or with respect to the Securities of any series to which this Section 10.08 applies, such mention shall be deemed also to include mention of refer to any Additional Amounts which may be payable under the undertakings described in this paragraph, and express reference to the payment of Additional Amounts to the extent that, (if applicable) in such context, any provisions hereof shall not be construed as excluding Additional Amounts arein those provisions hereof where such express reference is not made. In addition, were the Company agrees to pay any stamp, issue, registration, documentary or would other similar taxes and duties, including interest and penalties that may be payable imposed by Argentina or the United States in respect thereofconnection with the creation, issue and offering of this 7-Year Note.

Payments of Additional Amounts. All payments made by the Issuer under or with Company in respect to of the Securities shall Step-Up Notes will be made free and clear of, of and without deduction or withholding or deduction for or on account of, of any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charge charges (including penalties, interest and other additions thereto) that are imposed or levied by or on behalf of the Government of Canada or of any province political subdivision or territory thereof or by possession of Argentina or any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), ) unless the Issuer such withholding or deduction is required to withhold or deduct Taxes by law or by the interpretation or administration thereoflaw. If the Issuer Company is so required by law to withhold make any such withholding or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities of a series issued and Outstanding under this Indenture, and such Securities are not redeemed in accordance with the provisions described in Section 11.08deduction, the Issuer shall Company will pay as interest to any Holder such additional amounts (“Additional Amounts”) as may be necessary so in order that every net payment made by the net amount received by each Holder Company on the Holder’s Step-Up Note after deduction or withholding for or on account of any such Securities present or the beneficial owner thereof (including Additional Amounts) after such withholding or deduction future Taxes will not be less than the amount then due and payable on such Holder or beneficial owner would have received if such Taxes had Step-Up Note. The foregoing obligation to pay Additional Amounts, however, will not been withheld or deducted; provided that no Additional Amounts shall be payable with respect to: (a) any payment made apply to a Holder or beneficial owner who is liable for such Taxes in respect of such Securities (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Securities, being a person with which the Issuer does Taxes that would not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Canadian Tax Act”)), (ii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer (as defined in subsection 18(5) of the Canadian Tax Act), (iii) by reason of have been imposed but for the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein or agency thereof or therein Argentina other than the mere acquisition, holding, use receipt of such payment or the ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights in respect holding of such Securities as a nonStep-resident or deemed non-resident of Canada or Up Note; (ii) any province or territory thereof or therein or agency thereof or therein, or (iv) Taxes that would not have been imposed but for the presentation by reason the Holder of such Holder or beneficial owner’s failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a preStep-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes; (b) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Taxes; (c) any Securities presented Up Note for payment on a date more than 15 days after the date on which such payment or such Securities became due and payable or the date on which payment thereof is duly provided for, whichever is later occurs later; (except iii) if the beneficial owner of such Step-Up Note had been the Holder of the Step-Up Note and would not be entitled to the extent payment of Additional Amounts; (iv) any Taxes required to be deducted or withheld by any paying agent from a payment on a Step-Up Note, 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 would have been entitled to such Additional Amounts had comply with any applicable certification, documentation, information or other reporting requirement concerning the Securities been presented on nationality, residence, identity or connection with the last day taxing jurisdiction of such 15-day period); (d) any withholding is imposed on a payment to a the Holder or beneficial owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive; (e) any Taxes which are payable otherwise than by withholding or deduction from any payment made under or with respect to such Securities or (f) any combination of the foregoing clauses (a) to (e); nor will such Additional Amounts be paid with respect to any payment on any Security to a Holder or beneficial owner who is a fiduciary or partnership or, other than the sole beneficial owner of such Security, Step-Up Note. Any reference herein to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment (collectively, “Excluded Taxes”). The Issuer shall also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of the Trustee or a Holder, the Issuer will furnish, as soon as reasonably practicable, to the Trustee or such Holder, as applicable, certified copies of tax receipts evidencing such payment by the Issuer. The Issuer shall indemnify and hold harmless each Holder and any beneficial owner thereof and, upon written request of any such Holder or beneficial owner, reimburse such Holder or beneficial owner for the amount of (i) any such Taxes (other than Excluded Taxes) so levied or imposed and paid by such Holder or beneficial owner as a result of any failure of the Issuer to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes (other than Excluded Taxes) so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder or beneficial owner after such reimbursement would not be less than the net amount such Holder or beneficial owner would have received if such Taxes (other than Excluded Taxes) on such reimbursement had not been imposed. This Section 10.08 shall be applicable to each series of Securities issued under this Indenture, unless otherwise specified pursuant to Section 3.01 for the Securities of a particular series. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, and/or interest or any other amount payable under or with respect to the Securities of any series to which this Section 10.08 applies, such mention shall be deemed also to include mention of refer to any Additional Amounts which may be payable under the undertakings described in this paragraph, and express reference to the payment of Additional Amounts to the extent that, (if applicable) in such context, any provisions hereof shall not be construed as excluding Additional Amounts arein those provisions hereof where such express reference is not made. In addition, were the Company agrees to pay any stamp, issue, registration, documentary or would other similar taxes and duties, including interest and penalties that may be payable imposed by Argentina or the United States in respect thereofconnection with the creation, issue and offering of this Step-Up Note.

Payments of Additional Amounts. All payments made by the Issuer Company under or with respect to the Securities shall Notes will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge Taxes imposed or levied by or on behalf of any Taxing Authority within Argentina or any political subdivision or taxing authority thereof, or any present or future Taxes imposed or levied within any other jurisdiction in which the Government of Canada Company is organized or of engaged in business for tax purposes or within any province other jurisdiction from or territory thereof through which any payment is made by the Company or by any authority or agency therein or thereof having power to tax (hereinafter “Taxes”)its agents, unless the Issuer Company is required to withhold or deduct Taxes by law or by the official interpretation or administration application thereof. If the Issuer Company is so required to withhold or deduct any amount for or on account of Taxes imposed by a Taxing Authority within Argentina, or within any other jurisdiction in which the Company is organized or engaged in business for tax purposes or such withholding or deduction occurs as a result of the Company’s requirement to pay tax to a Taxing Authority within Argentina as a substitute obligor in respect of the Notes, in accordance with Argentine Law No. 23,966, as amended, and regulations thereunder, from any payment made under or with respect to the Securities of a series issued and Outstanding under this Indenture, and such Securities are not redeemed in accordance with the provisions described in Section 11.08Notes, the Issuer shall Company will pay as interest such additional amounts as may be necessary (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of such Securities or the beneficial owner thereof Notes (including such Additional Amounts) after such withholding or deduction will not be less than the amount such the Holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided provided, that no Additional Amounts shall will be payable with respect to: (a) any to a payment made to a Holder of this Note (an “Excluded Holder”) with respect to any Taxes which would not have been imposed, payable or beneficial owner who is liable for such Taxes in respect of such Securities due: (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Securities, being a person with which the Issuer does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Canadian Tax Act”)), (ii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer (as defined in subsection 18(5) of the Canadian Tax Act), (iii) by reason of but for the existence of any present or former connection between such the Holder (or the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power overperson ultimately entitled to obtain an interest in, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporationNote) and Canada or any province or territory thereof or therein or agency thereof or therein the taxing jurisdiction other than the mere acquisition, holding, use or ownership or deemed holding, use or ownershipholding of, or receiving the receipt of payments or enforcing any rights in respect under, this Note; (ii) if the beneficial owner of such Securities as a non-resident or deemed non-resident Note had been the Holder of Canada or any province or territory thereof or therein or agency thereof or therein, the Note and would not be entitled to the payment of Additional Amounts; or (iviii) by reason where any such taxes, duties, assessments or governmental charges would not have been imposed but for the failure of the Holder of such Holder or beneficial owner’s failure Note to comply with any certification, identification, information, documentation or other reporting requirements concerning the nationality, residence or connection with Argentina of the Holder or beneficial owner of such Note, if (x) such compliance is required by applicable law, regulation, regulation or administrative practice or an any applicable treaty of the taxing jurisdiction as a pre-condition precondition to exemption from, or a reduction in the rate of of, deduction or withholding of, such Taxes; taxes, duties, assessments or governmental charges, (by) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Taxes; at least thirty (c30) any Securities presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which payment thereof is duly provided for, whichever is later (except prior to the extent that the Holder would have been entitled to such Additional Amounts had the Securities been presented on the last day of such 15-day period); (d) any withholding is imposed on a first payment to a Holder or beneficial owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive; (e) any Taxes which are payable otherwise than by withholding or deduction from any payment made under or date with respect to which such Securities requirements under Argentine law, regulation, or administrative practice or any applicable treaty shall apply, the Company shall have notified all Holders that such Holders will be required to comply with such requirements, and (fz) any combination of in the foregoing clauses (a) to (e); nor will such Additional Amounts be paid with respect to any payment on any Security to a Holder or beneficial owner who is a fiduciary or partnership or, other than the sole beneficial owner case of such Securityrequirements under Argentine law, to the extent that a beneficiary regulation or settlor with respect administrative practice or any such applicable treaty, such requirements are not materially more onerous to such fiduciaryHolders of Notes (in form, in procedure or a member in the substance of information disclosed) than comparable information or other reporting requirements imposed under U.S. tax law, regulation (including proposed regulations) and administrative practice (such partnership as IRS Forms 1001, W-8 and W-9 or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment (collectively, “Excluded Taxes”any comparable successor forms). The Issuer shall Company will also (ai) make such withholding or deduction and (bii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will make reasonable efforts to obtain certified copies of tax receipts evidencing the written request payment of the Trustee any Taxes so deducted or a Holder, the Issuer withheld from each Taxing Authority imposing such Taxes. The Company will furnish, as soon as reasonably practicable, furnish to the Trustee Holder of this Note, within sixty (60) days after the date the payment of any Taxes so deducted or such Holderwithheld is due pursuant to applicable law, as applicable, either certified copies of tax receipts evidencing such payment by the Issuer. The Issuer shall indemnify and hold harmless each Holder and any beneficial owner thereof andCompany or, upon written request of any such Holder or beneficial owner, reimburse such Holder or beneficial owner for the amount of (i) any such Taxes (other than Excluded Taxes) so levied or imposed and paid by such Holder or beneficial owner as a result of any failure of the Issuer to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes (other than Excluded Taxes) so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder or beneficial owner after such reimbursement would not be less than the net amount such Holder or beneficial owner would have received if such Taxes receipts are not obtainable, other evidence of such payments by the Company. At least thirty (other than Excluded Taxes30) on such reimbursement had not been imposed. This Section 10.08 shall be applicable days prior to each series of Securities issued under this Indenture, unless otherwise specified pursuant to Section 3.01 for the Securities of a particular series. Whenever in this Indenture there is mentioned, in date on which any context, the payment of principal (and premium, if any), Redemption Price, interest or any other amount payable under or with respect to this Note is due and payable, if the Securities Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to the Holders of Notes on the payment date. In addition, the Company shall reimburse any non-Argentine domiciled Holder of this Note or any interest herein or rights in respect hereof who has paid Taxes to a Taxing Authority in Argentina in respect of its holding of Notes including taxes levied in accordance with Argentine Law No. 23,966, as amended, and regulations thereunder for any tax so paid (but only to the extent that the Company is not required to pay Additional Amounts in respect of such tax as provided above) within 30 days of written evidence of such payment, including the amount paid, being provided to the Company. In addition, the Company agrees to pay any stamp, issue, registration, documentary, value added or other similar taxes and duties, including interest and penalties, payable in Argentina or the United States, any jurisdiction out of which payment is made or any other jurisdiction in which the Company is organized or engaged in business, or any political subdivision thereof or taxing authority of or in the foregoing in respect of the creation, issue and offering of this Note. The Company also agrees to indemnify each Holder of this Note from and against all court taxes or other taxes and duties, including interest and penalties, imposed on or paid by such Holder in any jurisdiction in connection with any action permitted to be taken by such Holder to enforce the obligations of the Company under this Note. Furthermore, the Company waives its right to reimbursement in accordance with Argentine Law No. 23,966, as amended, and regulations thereunder, from any Holder of any series amount required to which this Section 10.08 applies, be paid by the Company to a Taxing Authority in Argentina in respect of such mention Holder’s holding of Notes. Any reference herein to principal and/or interest shall be deemed also to include mention of refer to any Additional Amounts or Other Additional Amounts, as applicable, which may be payable under the undertakings described in this paragraph, and express reference to the payment of Additional Amounts to the extent that(if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts or Other Additional Amounts, as applicable, in those provisions hereof where such contextexpress reference is not made. Notwithstanding the foregoing, the obligation to pay Additional Amounts areto any Holder of the 7-Year Floating Rate Notes will be subject to a maximum level not to exceed the amount required to gross-up payments for withholdings on interest payments to a bank domiciled in a jurisdiction that (i) is not deemed to be of low or zero taxation pursuant to Decree No. 916/2004, were or would be payable (ii) has entered into an exchange of information agreement with Argentina and that is not limited by banking or other secrecy rules in respect thereofof requests made by the tax authority of such jurisdiction.

Payments of Additional Amounts. All payments made by the Issuer under or with Company in respect to of the Debt Securities shall will be made free and clear of, of and without deduction or withholding or deduction for or on account of, of any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charge charges (including penalties, interest and other additions thereto) that are imposed or levied by or on behalf of the Government of Canada or of any province political subdivision or territory thereof or by possession of Argentina or any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), ) unless the Issuer such withholding or deduction is required to withhold or deduct Taxes by law or by the interpretation or administration thereoflaw. If the Issuer Company is so required by law to withhold make any such withholding or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities of a series issued and Outstanding under this Indenture, and such Securities are not redeemed in accordance with the provisions described in Section 11.08deduction, the Issuer shall Company will pay as interest to any Holder such additional amounts (“Additional Amounts”) as may be necessary so in order that every net payment made by the net amount received by each Holder Company on the Holder’s Debt Security after deduction or withholding for or on account of any such Securities present or the beneficial owner thereof (including Additional Amounts) after such withholding or deduction future Taxes will not be less than the amount then due and payable on such Holder or beneficial owner would have received if such Taxes had Debt Security. The foregoing obligation to pay Additional Amounts, however, will not been withheld or deducted; provided that no Additional Amounts shall be payable with respect to: (a) any payment made apply to a Holder or beneficial owner who is liable for such Taxes in respect of such Securities (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Securities, being a person with which the Issuer does Taxes that would not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Canadian Tax Act”)), (ii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer (as defined in subsection 18(5) of the Canadian Tax Act), (iii) by reason of have been imposed but for the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein or agency thereof or therein Argentina other than the mere acquisition, holding, use receipt of such payment or the ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights in respect holding of such Securities as a non-resident or deemed non-resident of Canada or Debt Security; (ii) any province or territory thereof or therein or agency thereof or therein, or (iv) Taxes that would not have been imposed but for the presentation by reason the Holder of such Holder or beneficial owner’s failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes; (b) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Taxes; (c) any Securities presented Debt Security for payment on a date more than 15 days after the date on which such payment or such Securities became due and payable or the date on which payment thereof is duly provided for, whichever is later occurs later; (except iii) if the beneficial owner of such Debt Security had been the Holder of the Debt Security and would not be entitled to the extent 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 would have been entitled to such Additional Amounts had comply with any applicable certification, documentation, information or other reporting requirement concerning the Securities been presented on nationality, residence, identity or connection with the last day taxing jurisdiction of such 15-day period); (d) any withholding is imposed on a payment to a the Holder or beneficial owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive; (e) any Taxes which are payable otherwise than by withholding or deduction from any payment made under or with respect to such Securities or (f) any combination of the foregoing clauses (a) to (e); nor will such Additional Amounts be paid with respect to any payment on any Security to a Holder or beneficial owner who is a fiduciary or partnership or, other than the sole beneficial owner of such Debt Security, . Any reference herein to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment (collectively, “Excluded Taxes”). The Issuer shall also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of the Trustee or a Holder, the Issuer will furnish, as soon as reasonably practicable, to the Trustee or such Holder, as applicable, certified copies of tax receipts evidencing such payment by the Issuer. The Issuer shall indemnify and hold harmless each Holder and any beneficial owner thereof and, upon written request of any such Holder or beneficial owner, reimburse such Holder or beneficial owner for the amount of (i) any such Taxes (other than Excluded Taxes) so levied or imposed and paid by such Holder or beneficial owner as a result of any failure of the Issuer to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes (other than Excluded Taxes) so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder or beneficial owner after such reimbursement would not be less than the net amount such Holder or beneficial owner would have received if such Taxes (other than Excluded Taxes) on such reimbursement had not been imposed. This Section 10.08 shall be applicable to each series of Securities issued under this Indenture, unless otherwise specified pursuant to Section 3.01 for the Securities of a particular series. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, and/or interest or any other amount payable under or with respect to the Securities of any series to which this Section 10.08 applies, such mention shall be deemed also to include mention of refer to any Additional Amounts which may be payable under the undertakings described in this paragraph, and express reference to the payment of Additional Amounts to the extent that, (if applicable) in such context, any provisions hereof shall not be construed as excluding Additional Amounts arein those provisions hereof where such express reference is not made. In addition, were the Company agrees to pay any stamp, issue, registration, documentary or would other similar taxes and duties, including interest and penalties that may be payable imposed by Argentina or the United States in respect thereofconnection with the creation, issue and offering of this Debt Security.

Payments of Additional Amounts. All payments made by the Issuer Company under or with respect to the Securities shall Notes will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge Taxes imposed or levied by or on behalf of any Taxing Authority within Argentina or any political subdivision or taxing authority thereof, or any present or future Taxes imposed or levied within any other jurisdiction in which the Government of Canada Company is organized or of engaged in business for tax purposes or within any province other jurisdiction from or territory thereof through which any payment is made by the Company or by any authority or agency therein or thereof having power to tax (hereinafter “Taxes”)its agents, unless the Issuer Company is required to withhold or deduct Taxes by law or by the official interpretation or administration application thereof. If the Issuer Company is so required to withhold or deduct any amount for or on account of Taxes imposed by a Taxing Authority within Argentina, or within any other jurisdiction in which the Company is organized or engaged in business for tax purposes or such withholding or deduction occurs as a result of the Company's requirement to pay tax to a Taxing Authority within Argentina as a substitute obligor in respect of the Notes, in accordance with Argentine Law No. 23,966, as amended, and regulations thereunder, from any payment made under or with respect to the Securities of a series issued and Outstanding under this Indenture, and such Securities are not redeemed in accordance with the provisions described in Section 11.08Notes, the Issuer shall Company will pay as interest such additional amounts (“Additional Amounts”) as may be necessary ("Additional Amounts") so that the net amount received by each Holder of such Securities or the beneficial owner thereof Notes (including such Additional Amounts) after such withholding or deduction will not be less than the amount such the Holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided provided, that no Additional Amounts shall will be payable with respect to: (a) any to a payment made to a Holder of this Note (an "Excluded Holder") with respect to any Taxes which would not have been imposed, payable or beneficial owner who is liable for such Taxes in respect of such Securities due: (i) by reason of such Holder or beneficial owner, or any other person entitled to payments on the Securities, being a person with which the Issuer does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Canadian Tax Act”)), (ii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer (as defined in subsection 18(5) of the Canadian Tax Act), (iii) by reason of but for the existence of any present or former connection between such the Holder (or the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power overperson ultimately entitled to obtain an interest in, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporationNote) and Canada or any province or territory thereof or therein or agency thereof or therein the taxing jurisdiction other than the mere acquisition, holding, use or ownership or deemed holding, use or ownershipholding of, or receiving the receipt of payments or enforcing any rights in respect under, this Note; (ii) if the beneficial owner of such Securities as a non-resident or deemed non-resident Note had been the Holder of Canada or any province or territory thereof or therein or agency thereof or therein, the Note and would not be entitled to the payment of Additional Amounts; or (iviii) by reason where any such taxes, duties, assessments or governmental charges would not have been imposed but for the failure of the Holder of such Holder or beneficial owner’s failure Note to comply with any certification, identification, information, documentation or other reporting requirements concerning the nationality, residence or connection with Argentina of the Holder or beneficial owner of such Note, if (x) such compliance is required by applicable Argentine law, regulation, regulation or administrative practice or an any applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of of, deduction or withholding of, such Taxes; taxes, duties, assessments or governmental charges, (by) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Taxes; at least thirty (c30) any Securities presented for payment more than 15 days after the date on which such payment or such Securities became due and payable or the date on which payment thereof is duly provided for, whichever is later (except prior to the extent that the Holder would have been entitled to such Additional Amounts had the Securities been presented on the last day of such 15-day period); (d) any withholding is imposed on a first payment to a Holder or beneficial owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive; (e) any Taxes which are payable otherwise than by withholding or deduction from any payment made under or date with respect to which such Securities requirements under Argentine law, regulation, or administrative practice or any applicable treaty shall apply, the Company shall have notified all Holders that such Holders will be required to comply with such requirements, and (fz) any combination of in the foregoing clauses (a) to (e); nor will such Additional Amounts be paid with respect to any payment on any Security to a Holder or beneficial owner who is a fiduciary or partnership or, other than the sole beneficial owner case of such Securityrequirements under Argentine law, to the extent that a beneficiary regulation or settlor with respect administrative practice or any such applicable treaty, such requirements are not materially more onerous to such fiduciaryHolders of Notes (in form, in procedure or a member in the substance of information disclosed) than comparable information or other reporting requirements imposed under U.S. tax law, regulation (including proposed regulations) and administrative practice (such partnership as IRS Forms 1001, W-8 and W-9 or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment (collectively, “Excluded Taxes”any comparable successor forms). The Issuer shall Company will also (ai) make such withholding or deduction and (bii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will make reasonable efforts to obtain certified copies of tax receipts evidencing the written request payment of the Trustee any Taxes so deducted or a Holder, the Issuer withheld from each Taxing Authority imposing such Taxes. The Company will furnish, as soon as reasonably practicable, furnish to the Trustee Holder of this Note, within sixty (60) days after the date the payment of any Taxes so deducted or such Holderwithheld is due pursuant to applicable law, as applicable, either certified copies of tax receipts evidencing such payment by the Issuer. The Issuer shall indemnify and hold harmless each Holder and any beneficial owner thereof andCompany or, upon written request of any such Holder or beneficial owner, reimburse such Holder or beneficial owner for the amount of (i) any such Taxes (other than Excluded Taxes) so levied or imposed and paid by such Holder or beneficial owner as a result of any failure of the Issuer to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes (other than Excluded Taxes) so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder or beneficial owner after such reimbursement would not be less than the net amount such Holder or beneficial owner would have received if such Taxes receipts are not obtainable, other evidence of such payments by the Company. At least thirty (other than Excluded Taxes30) on such reimbursement had not been imposed. This Section 10.08 shall be applicable days prior to each series of Securities issued under this Indenture, unless otherwise specified pursuant to Section 3.01 for the Securities of a particular series. Whenever in this Indenture there is mentioned, in date on which any context, the payment of principal (and premium, if any), Redemption Price, interest or any other amount payable under or with respect to this Note is due and payable, if the Securities Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to the Holders of Notes on the payment date. In addition, the Company shall reimburse any non-Argentine domiciled Holder of this Note or any interest herein or rights in respect hereof who has paid Taxes to a Taxing Authority in Argentina in respect of its holding of Notes including taxes levied in accordance with Argentine Law No. 23,966, as amended, and regulations thereunder for any tax so paid (but only to the extent that the Company is not required to pay Additional Amounts in respect of such tax as provided above) within 30 days of written evidence of such payment, including the amount paid, being provided to the Company. In addition, the Company agrees to pay any stamp, issue, registration, documentary, value added or other similar taxes and duties, including interest and penalties, payable in Argentina or the United States, any jurisdiction out of which payment is made or any other jurisdiction in which the Company is organized or engaged in business, or any political subdivision thereof or taxing authority of or in the foregoing in respect of the creation, issue and offering of this Note. The Company also agrees to indemnify each Holder of this Note from and against all court taxes or other taxes and duties, including interest and penalties, imposed on or paid by such Holder in any jurisdiction in connection with any action permitted to be taken by such Holder to enforce the obligations of the Company under this Note. Furthermore, the Company waives its right to reimbursement in accordance with Argentine Law No. 23,966, as amended, and regulations thereunder, from any Holder of any series amount required to which this Section 10.08 applies, be paid by the Company to a Taxing Authority in Argentina in respect of such mention Holder's holding of Notes. Any reference herein to principal and/or interest shall be deemed also to include mention of refer to any Additional Amounts or Other Additional Amounts, as applicable, which may be payable under the undertakings described in this paragraph, and express reference to the payment of Additional Amounts to the extent that(if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts or Other Additional Amounts, as applicable, in those provisions hereof where such contextexpress reference is not made. Notwithstanding the foregoing, the obligation to pay Additional Amounts areto any Holder of the 7-Year Floating Rate Notes will be subject to a maximum level not to exceed the amount required to gross-up payments for withholdings on interest payments to a Basle bank. A Basle bank means a bank (i) in a jurisdiction the central bank of which has adopted the international standards of banking supervision of the Basle Committee and is therefore a listed jurisdiction under Section 155.1 of Argentine Decree 1344, were as amended, and (ii) that is legally capable of receiving deposits from or would be payable granting loans to residents of the jurisdiction in respect thereof.which it is organized. Other Additional Amounts ------------------------

Payments of Additional Amounts. All payments made by the Issuer Company under or with respect to the Securities shall Notes will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government government of Canada the Hellenic Republic or of any province prefecture or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “hereinafter, "Taxes”"), unless the Issuer Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities of a series issued and Outstanding under this Indenture, and such Securities are not redeemed in accordance with the provisions described in Section 11.08Notes, the Issuer shall Company will pay as interest such additional amounts (“"Additional Amounts”") as may be necessary so that the net amount received by each Holder of such Securities or the beneficial owner thereof (including Additional Amounts) after such withholding or deduction will not be less than the amount such the Holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts shall will be payable with respect to: (a) any to a payment made to a Holder and no reimbursement shall be made to a Holder for Taxes paid by such Holder (each such Holder), an "Excluded Holder") with respect to any Tax imposed, levied, payable or beneficial owner who is liable for such Taxes in respect of such Securities due (i) by reason of such Holder the Holder's or beneficial owner, 's present or former connection with the Hellenic Republic or any prefecture or territory thereof, other person entitled to payments on than through the Securities, being a person with which the Issuer does not deal at arm’s length (within the meaning mere receipt or holding of Notes or by reason of the Income Tax Act (Canada) (the “Canadian Tax Act”)), receipt of payments thereunder; (ii) by reason of such the failure of the Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer (as defined in subsection 18(5) of the Canadian Tax Act), (iii) by reason of the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein or agency thereof or therein other than the mere acquisition, holding, use or ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights in respect of such Securities as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein or agency thereof or therein, or (iv) by reason of such Holder or beneficial owner’s failure Notes to comply with satisfy any certification, identification, documentation information or other reporting requirements if compliance which the Holder or such beneficial owner is legally required to satisfy, whether imposed by lawstatute, treaty, regulation, administrative practice or an applicable treaty otherwise, as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes; or (biii) by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment more than 30 calendar days after the date such payment became due and payable or was duly provided for under the terms of the Notes, whichever is later. The obligation of the Company to pay Additional Amounts or to reimburse a Holder for Taxes paid by such Holder in respect of Taxes shall not apply with respect to (x) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Taxes; (cy) any Securities presented for payment more than 15 days after the date on Tax which such payment or such Securities became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Securities been presented on the last day of such 15-day period); (d) any withholding is imposed on a payment to a Holder or beneficial owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive; (e) any Taxes which are payable otherwise than by deduction or withholding or deduction from any payment payments made under or with respect to such Securities the Notes; or (fz) any combination of the foregoing clauses (a) to (e); nor will such Additional Amounts be paid Taxes imposed on or with respect to any payment on any Security to a Holder or by the Company if the beneficial owner who is a fiduciary of, or partnership orperson ultimately entitled to obtain an interest in, other than the sole Notes had been the Holder thereof and such beneficial owner of such Security, to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to receive a the payment of such Additional Amounts had such beneficiaryby reason of clause (i), settlor, member (ii) or beneficial owner received directly its beneficial or distributive share of such payment (collectively, “Excluded Taxes”)iii) above. The Issuer shall Company will also (ai) make such withholding or deduction compelled by applicable law and (bii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of the Trustee or a Holder, the Issuer The Company will furnish, as soon as reasonably practicable, furnish to the Trustee or such Holder, as applicable, certified copies of tax receipts evidencing such the payment of any Taxes by the IssuerCompany in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Company, within 60 calendar days after the date of receipt of such evidence. If notwithstanding the Company's efforts to obtain such receipts, the same are not obtainable, the Company will provide such Holder other evidence reasonably satisfactory to such Holder of such payments by the Company. If the Company conducts business in any jurisdiction (the "Taxing Jurisdiction") other than the Hellenic Republic in a manner which causes Holders to be liable for taxes on payments under the Notes for which they would not have been so liable but for such conduct of business in the Taxing Jurisdiction, the above provisions of this Section 4.17 shall be considered to apply to such Holders as if references in such provisions to "Taxes" included taxes imposed by way of deduction or withholding by such Taxing Jurisdiction and references to Excluded Holder shall be deemed to include Holders or beneficial owners having a present or former connection with such Taxing Jurisdiction or any prefecture or territory thereof. The Issuer shall indemnify and hold harmless each Holder and any beneficial owner thereof andCompany will, upon written request of any Holder (other than an Excluded Holder), reimburse each such Holder or beneficial owner, reimburse such Holder or beneficial owner for the amount of (i) any such Taxes (other than Excluded Taxes) so levied or imposed and paid by such Holder or beneficial owner as a result of any failure of the Issuer to withhold, deduct payments made under or remit with respect to the relevant tax authorityNotes, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes (other than Excluded Taxes) so levied or imposed with respect to any reimbursement under the foregoing clause (i), ) and paid by such Holder so that the net amount received by such Holder (net of payments made under or beneficial owner with respect to the Notes) after such reimbursement would will not be less than the net amount such the Holder or beneficial owner would have received if such Taxes (other than Excluded Taxes) on such reimbursement had not been imposed. This Section 10.08 The Company will not take any action or fail to act in any manner which will have the effect of requiring the payment of any Additional Amounts such that the Company may exercise its option to effect a Tax Redemption; provided, however, that the Company and its Subsidiaries will not be required to change their jurisdiction or alter their operations in any manner and will not be required to take any other unreasonable act thereunder. At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it shall be applicable promptly thereafter), the Company will deliver to each series of Securities issued under this Indenture, unless otherwise specified pursuant the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to Section 3.01 for enable the Securities of a particular seriesTrustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premiumprincipal, interest, if any), Redemption Price, interest or any other amount payable under or with respect to the Securities of any series to which this Section 10.08 appliesNote, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.