Common use of Payment of Additional Amounts Clause in Contracts

Payment of Additional Amounts. The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Note; or

Payment of Additional Amounts. The Issuers will, subject to (a) All payments that the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment Company makes under or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, the Notes will be made free and clear of and without withholding or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxespresent or future taxes or any duty, dutieslevy, assessments impost, assessment or similar governmental charges in the nature of whatever nature Tax (collectively, “Taxes”). If the Company is required to withhold or deduct any amount for or on account of any such Taxes imposed or levied by or on behalf of the government of The Bahamas United Kingdom or any political subdivision or governmental authority thereof or therein having the power to taxtax (the “Relevant Taxing Jurisdiction”), will result in from any payment made under or with respect to the receipt Notes, the Company shall pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the Holders each Holder of the amounts that Notes after such withholding or deduction will be not less than the amount the Holder would have received if such Taxes had not been received by them had no such deduction withheld or withholding been required; provideddeducted. (b) The Company shall not, however, that no such pay Additional Amounts shall be payable to a Holder or beneficial owner of Notes in respect of any Note foror on account of: (1i) any tax, duty, assessment, or other governmental charge which Taxes that would not have been imposed imposed, assessed, levied or collected but for the existence of a present or former business or personal connection between the Holder or beneficial owner (or a fiduciary, settler, beneficiary, partner, member or shareholder of, or possessor of power over the relevant holder, if the relevant holder is an estate, nominee, trust, partnership or corporation) of the applicable Notes and the United Kingdom (including, but not limited to, citizenship, nationality, residence, domicile, physical presence or existence of a business, a permanent establishment, a place of business or a place of management present or deemed present within the United Kingdom) other than the mere receipt, ownership, holding or disposition of such Notes, or the receipt of any payments or the exercise or enforcement of rights under such Notes; (ii) any Taxes that would not have been imposed, assessed, levied or collected but for the fact that such Holder: (a) that, where presentation is a residentrequired, domiciliary or national of, or engaged in business or maintains a permanent establishment or the applicable Note was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date (as defined below) except to the extent that the a Holder would have been entitled to such Additional Amounts if it had presented such the Note for payment on any day within during such period of 30 days30-day period; (2iii) any Taxes that would not have been imposed, assessed, levied or collected had the Holder or beneficial owner of the applicable Notes complied on a timely basis, with a written request of the Company for any applicable information or certification that would have, if provided on a timely basis, permitted the payment to be made without withholding or deduction (or with a reduced rate of withholding or deduction); (iv) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or Taxes; (v) any Taxes payable other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on under, or with respect to, the Securitiesapplicable Notes; (3vi) any taxwithholding or deduction required to be made from a payment pursuant to Sections 1471-1474 of the Internal Revenue Code of 1986, dutyas amended (the “Code”), assessmentas of the Issue Date, any current or other governmental charge future regulations or official interpretations thereof, any similar law or regulations adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; (vii) any Taxes that were imposed with respect to any payment on a Holder Note to any fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that is not no Additional Amounts would have been payable had the beneficial owner of a the applicable Note to been the extent that the beneficial owner would not have been entitled to the payment Holder of Additional Amounts had the beneficial owner directly held the such Note; or (viii) any Taxes that are payable on account of any combination of (i) through (vii) above.

Payment of Additional Amounts. The Issuers willIf any taxes, subject assessments or other governmental charges are imposed by the jurisdiction, other than the United States, where C▇▇▇▇▇ Parent or a successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any jurisdiction, other than the limitations and exceptions set forth belowUnited States, from or through which the Payor makes a payment on the Debt Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Debt Securities, including any Guarantee with respect to any series of Debt Securities, the Payor shall pay to each Holder of a Debt Security, to the extent it may lawfully do so, such additional amounts (the "“Additional Amounts"”) as may be necessary in order that every the net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect amounts paid to a Note, or (ii) net proceeds on such Holder will be not less than the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power amount specified in such Debt Security to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no which such deduction or withholding been requiredholder is entitled; provided, however, that no such the Payor shall not be required to make any payment of Additional Amounts shall be payable in respect of any Note forfor or on account of: (1a) any tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for (i) the fact that existence of any present or former connection between such Holder: Holder (a) is or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident of the Relevant Tax Jurisdiction or being or having been present or engaged in a trade or business therein or maintains having or having had a permanent establishment in the Relevant Tax Jurisdiction or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than (ii) the mere ownership of, or receipt presentation of payment under, such Note; a Debt Security (bwhere presentation is required) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after (x) the date on which the such payment in respect of such Note became due and payable or (y) the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge or charge; (c) any taxestax, duties, assessments assessment or other governmental charges that are charge which is payable otherwise than by deduction or withholding from payments on payment of (or in respect of) principal of, premium, if any, or any interest on, the Debt Securities; (3d) any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure by the holder or the beneficial owner of the Debt Security to comply with a Note request of the Payor addressed to the holder to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (e) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Debt Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of such Debt Security. The Payor shall provide the Trustee with the official acknowledgment of the relevant tax authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of Additional Amounts had the beneficial owner directly held withholding taxes by the Note; orPayor. Copies of such documentation shall be made available to the holders of the Debt Securities or the paying agent, as applicable, upon request therefor.

Payment of Additional Amounts. The Issuers willUnless otherwise required by Bermudan law, subject neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the limitations Securities and exceptions set forth belowthe Guarantees, if any, on account of any present or future Taxes. In the event that either the Company or any Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or any Guarantees, as the case may be, the Company or such Guarantor, as the case may be, will pay to each Holder such additional amounts (the "“Additional Amounts"”) as may be necessary in order so that every the net amount received by each Holder of Securities will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or deemed payment former connection between the Holder and Bermuda, other than the mere receipt of (i) principalthe payment, premiumacquisition, Liquidated Damages and interestownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas Securities or any authority thereof other Taxes payable other than by withholding or therein having power to taxdeduction, will result except as described below or as otherwise provided in the receipt by the Holders of the amounts this Indenture; (c) that would have been received by them had no any such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which Taxes would not have been imposed but for the fact that such Holder: (a) presentation of the Securities, where presentation is a residentrequired, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after the date on which the payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts if it had the Securities been presented such Note for payment on any date during such 30-day within period; or (d) that the Holder would not be liable or subject to such period withholding or deduction of 30 days; Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (2i) any estatethe making of the declaration or claim is required or imposed by statute, inheritancetreaty, giftregulation, sales, transferruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or similar taxreduction in, assessment the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other governmental charge similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any taxespolitical subdivision or taxing authority of or in the foregoing with respect to the creation, dutiesissue, assessments offering, enforcement, redemption or retirement of the Securities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other governmental charges that are payable otherwise than by deduction information as is necessary to enable the Trustee or withholding from payments to allow the Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the Securities; (3) payment date. Whenever in this Indenture there is mentioned, in any taxcontext, dutythe payment of principal of and premium, assessmentif any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other governmental charge imposed amount payable on a Holder that is not or with respect to any of the beneficial owner Securities, such mention shall be deemed to include mention of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had provided for in this Section 3.07 to the beneficial owner directly held extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the Note; orprovisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. The Issuers will(a) All payments by the Issuer in respect of the Notes or by a Note Guarantor in respect of its Note Guarantee shall be made free and clear of and without deduction or withholding for or on account of any present or future taxes, subject duties, assessments, fees or other governmental charges (“Taxes”) imposed or levied by or on behalf of Mexico or any political subdivision or taxing authority thereof or therein or of any other jurisdiction in which the Issuer or any Note Guarantor is incorporated (any of the aforementioned, a “Taxing Jurisdiction”), unless such withholding or deduction is required by law. (b) Subject to Section 3.17(c), if the limitations and exceptions set forth belowIssuer or a Note Guarantor is required by the law of any Taxing Jurisdiction to make any such withholding or deduction, the Issuer or such Note Guarantor shall pay to each any Holder such additional amounts (the "“Additional Amounts"”) as may be necessary in order so that every net payment made by the Issuer on such Note or deemed payment by such Note Guarantor in respect of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each its Note Guarantee after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or such Taxes shall not be less than the amount then due and payable on behalf of the government of such Note. (c) The Bahamas or any authority thereof or therein having power obligation to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such pay Additional Amounts set forth in Section 3.17(b) shall be payable in respect of any Note fornot apply to: (1) any tax, duty, assessment, fee or other governmental charge which that would not have been imposed but for the fact that such Holder: (a) is a residentexistence of any present or former connection, domiciliary or national of, or engaged in business or maintains including a permanent establishment or was physically present infixed base, The Bahamas between such Holder (or any political subdivision thereof or therein or otherwise has some connection with The Bahamas the beneficial owner of such Note) and Mexico other than the mere ownership of, or receipt of such payment under, or the ownership or holding of such Note; (b2) presented any tax, duty, assessment, fee or other governmental charge that would not have been imposed but for the presentation by the Holder of such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after the date on which the such payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (23) any estate, inheritance, gift, salessale, transfer, personal property or similar tax, assessment or other governmental charge charge; (4) except in the case of liquidation, dissolution or winding-up of the Issuer, any taxestax, dutiesduty, assessments assessment, fee or other governmental charges that are payable charge imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such tax by presenting the relevant Note to, or otherwise than by deduction or withholding from payments on the Securities;accepting payment from, another Paying Agent; or (35) any tax, duty, assessment, fee or other governmental charge or increase thereof to the extent that such amount would not have been imposed on a or increased but for the failure of the Holder that is not or the beneficial owner of such Note to comply with any applicable certification, documentation, information or other reporting requirement required by an applicable treaty, by law, or by regulation or administrative practice concerning the nationality, residence, identity or connection with the taxing jurisdiction of the Holder or beneficial owner of such Note. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable (or, as early as practicable, if the obligation to pay Additional Amounts arises after the 30th day prior to such date), if the Issuer or a Note Guarantor will be obligated to pay Additional Amounts with respect to such payment in an amount different than the Additional Amounts payable on the date hereof, the Issuer or such Note Guarantor shall deliver to the extent Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the beneficial owner would not have been entitled amounts so payable, and setting forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Copies of such Officers’ Certificate shall be made available to the payment Paying Agent upon request therefor. In the absence of Additional Amounts had any such certificate, the beneficial owner directly held Trustee and the Note; orPaying Agent may assume that no such deduction or withholding shall be required. The Issuer agrees to indemnify the Trustee and the Paying Agent for, and to hold each harmless against, any loss, liability or expense incurred without bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance, absent manifest error, on any certificate furnished pursuant to this Section 3.17(d) or not furnished. Any certificate required by this Section 3.17(d) to be provided to the Trustee and the Paying Agent shall be deemed to be duly provided if telecopied to, and received by, the Trustee. The obligations of the Issuer under this Section

Payment of Additional Amounts. The Issuers willUnless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, subject the Issuer will pay to the limitations and exceptions set forth below, pay to each Holder of any Security such additional amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of the principal of (i) principal, and premium, Liquidated Damages if any, on) and interest, if any, with respect to a Noteand Deferred Interest, or (ii) net proceeds if any, on the sale or exchange of a Note, each any such Security after deduction or other withholding for or on account of any taxespresent or future tax, dutiesassessment, assessments duty or other governmental charges charge of whatever any nature imposed whatsoever imposed, levied or levied collected by or on behalf of the government of The Bahamas United Kingdom or any political subdivision or taxing authority thereof or therein having power to tax, will result not be less than the amount provided for in the receipt by the Holders of the amounts that would have been received by them had no any such deduction or withholding been requiredSecurity to be then due and payable; provided, however, that no such Additional Amounts shall be payable in respect the foregoing obligation to pay additional amounts will not apply on account of any Note fortax, assessment, duty or other governmental charge which is payable: (1) otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhereSecurity; or (c2) by reason of such Holder having, or having had, some personal or business connection with the United Kingdom and not merely by reason of the fact that payments are, or for the purposes of taxation are deemed to be, from sources in, or secured in the United Kingdom; or (3) except in the case of the winding up of the Issuer in England, where the relevant Security is presented such Note for payment in the United Kingdom; or (4) where the relevant Security is presented for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date (as defined below) except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had presented such Note additional amounts on presenting the Security for payment on any day within such period of 30 days;thirtieth day; or (25) with respect to a payment to an individual, where the deduction or withholding is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the meeting of the European Council of Economics and Finance Ministers of November 26-27, 2000 (or any supplemental ECOFIN meeting relating to such directive) or any law implementing or complying with, or introduced in order to conform to, such Directive; or (6) on a Security presented for payment by a Holder who would have been able to avoid such deduction or withholding by presenting the relevant Security to another paying agent in a Member State of the European Union or elsewhere; or (7) by reason by any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar tax, assessment or other governmental charge charge; or (8) as a result of the failure of a Holder to satisfy any statutory requirements or any taxes, duties, assessments make a declaration of non-residence or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;claim for exemption; or (39) by reason of a change in law or official practice of any taxrelevant taxing authority that becomes effective more than 30 days after the Relevant Date (as defined below) for payment of principal (or premium, dutyif any) or interest or Deferred Interest, assessmentif any, in respect of such Security; or (10) owing to any combination of clauses (1) through (9) above (provided that such provision is applicable to the relevant series of Securities in accordance with this Subordinated Indenture). No additional amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any such Security to any Holder who is a fiduciary or partnership or other governmental charge imposed on than the sole beneficial owner of any such payment to the extent that a Holder that is not beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of a Note to the extent that the beneficial owner such payment would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security. For the purposes hereof the “Relevant Date” means the date on which the payment of Additional Amounts had principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any Security first becomes due and payable but, if the beneficial owner directly held full amount of the Notemonies payable on such date has not been received by the relevant Paying Agent or as it shall have directed on or prior to such date, the “Relevant Date” means the date on which such monies shall have been so received. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any, on) or interest or Deferred Interest (or, with respect to the Perpetual Subordinated Capital Securities, any other payments), if any, on any Security, such mention shall be deemed to include mention of the payment of additional amounts provided for in the terms of such Securities and this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts as contemplated by Section 3.01(21), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest and Deferred Interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer will furnish the Subordinated Trustee for that series of Securities with an Officers’ Certificate instructing such Subordinated Trustee whether such payment of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge as referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer will pay to the Subordinated Trustee for such series of Securities such additional amounts as may be required pursuant to the terms applicable to such series. The Issuer covenants to indemnify the Subordinated Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, willful default or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.07 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer shall survive payment of all of the Securities, the satisfaction and discharge of this Subordinated Indenture, and the resignation or removal of the Subordinated Trustee or any Paying Agent for such series of Securities. The Issuer hereby undertakes that, if any withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the proposal agreed by the European Council of the Economic and Finance Ministers (“ECOFIN”) on January 21, 2003 or any law implementing or complying with, or introduced in order to conform to, any such Directive, it will ensure that it maintains a paying agent with a specific office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings income implementing those proposals or any such law; orprovided, that under no circumstances shall the Issuer be obliged to maintain a paying agent with a specified office in such member state unless at least one member state of the European Union does not require a paying agent making payments through a specified office in that member state to so withhold or deduct tax.

Payment of Additional Amounts. The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts"a) as may be necessary in order that every net payment or deemed payment All payments of (i) principal, premium, Liquidated Damages if any, and interest, if any, with respect to made by the Company or a NotePaying Agent, as applicable, on any Securities shall be made free and clear of and without withholding or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxespresent or future income, dutiesstamp or other tax, assessments duty, levy, impost, assessment or other similar governmental charges of whatever nature charge imposed or levied by or on behalf of the government of The Bahamas the the Home Country Jurisdiction, of any territory of the Home Country Jurisdiction or by any authority or agency therein or thereof or therein having the power to taxtax (collectively, will result in “Taxes”), unless the receipt Company or a Paying Agent is required to withhold or deduct Taxes by law. (b) If the Holders Company or a withholding agent is required to withhold or deduct any amount for or on account of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable Taxes from any payment made in respect of any Note forthe Securities, the Company shall pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received by each Holder (including Additional Amounts), after such withholding or deduction, shall not be less than the amount the Holder would have received if the Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to Taxes: (1) any tax, duty, assessment, or other governmental charge which that would not have been imposed but for the fact that existence of any present or former connection between such Holder: (a) is a resident, domiciliary Holder or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas beneficial owner of the Securities and such Home Country Jurisdiction or any political subdivision or territory or possession thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership ofarea subject to its jurisdiction, or receipt of payment underincluding, without limitation, such Note; (b) presented such Note for payment in The Bahamas Holder or any political subdivision beneficial owner being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2) any that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar tax, assessment or other governmental charge or any taxes, duties, levies, imposts, assessments or other similar governmental charges that are charges; (3) payable otherwise other than by deduction or withholding from payments of principal and premium, if any, or interest, if any, on the Securities; (34) that would not have been imposed but for the failure of the applicable recipient of such payment to comply with any taxcertification, dutyidentification, assessmentinformation, documentation or other reporting requirement to the extent: (i) such compliance is required by applicable law or official administrative practice or an applicable treaty as a precondition to exemption from, or other governmental charge reduction in, the rate of deduction or withholding of such Taxes (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Home Country Jurisdiction); and (ii) at least thirty (30) days before the first payment date with respect to which such Additional Amounts shall be payable, the Company shall have notified such recipient in writing that such recipient shall be required to comply with such requirement; (5) that would not have been imposed but for the presentation of a Security (where presentation is required) for payment on a date more than thirty (30) days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later; (6) that are imposed with respect to any payment on a Security to any Holder who is a fiduciary, partnership, limited liability company or other fiscally transparent entity or person other than the sole beneficial owner of such payment and to the extent that is not no Additional Amounts would have been payable had the beneficial owner of the applicable Security been the Holder of such note; (7) that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date of the Securities (or any amended or successor version of such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law, or regulation, rule or practice adopted pursuant to or implementing an intergovernmental agreement between a Note non-U.S. jurisdiction and the United States with respect to the extent foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; (8) that the beneficial owner would not have been entitled imposed if presentation for payment of the relevant Securities had been made to a Paying Agent other than the Paying Agent to which the presentation was made; (9) any Taxes imposed by the United States or any political subdivision thereof; or (10) any combination of the foregoing clauses (1) through (9). (c) All references in this Indenture to the payment of the principal of or premium, if any, or interest, if any, on or the net proceeds received on the sale or exchange of, any Securities shall be deemed to include Additional Amounts had to the beneficial owner directly held extent that, in that context, Additional Amounts are, were or would be payable. (d) The obligations of the Note; Company to pay Additional Amounts if and when due will survive the termination of this Indenture and the payment of all other amounts in respect of the Securities. (e) If, as a result of the Company’s consolidation, merger with or conversion into a successor Person organized under the laws of a jurisdiction other than the United Kingdom (or, in each case, any political subdivision or taxing authority thereof) or the conveyance, transfer or lease by the Company of its assets substantially as an entirety to such successor Person, and such an entity expressly assumes the obligations of the Company under this Indenture and the Securities such successor Person will pay Additional Amounts on the same basis set forth in this Section 1007, except that references to a “Home Country Jurisdiction” will be treated as references to the United Kingdom and the country in which such successor Person is organized or resident (or deemed resident for tax purposes).

Payment of Additional Amounts. The Issuers Issuer will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "“Additional Amounts"”) as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Note; or (4) any combination of items (1), (2) and (3). Whenever there is mentioned herein in any context, the payment of the principal of or any premium or interest on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture. Without limiting a Holder’s right to receive payment of Additional Amounts, in the event that Additional Amounts actually paid with respect to the Securities are based on rates of deduction or withholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Securities and, as a result thereof, such Holder of Securities is entitled to make a claim for a refund or credit of such excess, then such Holder of Securities shall, by accepting the Securities and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuer. By making such assignment, the Holder of Securities makes no representation or warranty that the Issuer will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. The Issuers will, subject to If the limitations and exceptions set forth below, pay to each Holder such amounts (the "Securities of a particular series provide for payment of Additional Amounts") as may be necessary in order that every net payment or deemed payment , all payments of principal and interest (i) principal, including payments of discount and premium, Liquidated Damages and interest, if any) in respect of the Securities of such series shall be made free and clear of, with respect to a Note, and without withholding or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of within the government of The Bahamas United Kingdom or by or within any political subdivision thereof or any authority therein or thereof or therein having power to taxtax ("United Kingdom Taxes"), unless such withholding or deduction is required by law. In that event the Company shall pay to the Holder such additional amounts (the "Additional Amounts") as will result in the receipt by the Holders payment to such Holder of the amounts amount that would otherwise have been received receivable by them had no such deduction Holder in the absence of such withholding or withholding been required; provideddeduction, however, except that no such Additional Amounts shall be payable payable: (i) to, or to a Person on behalf of, a Holder who is liable for such United Kingdom Taxes in respect of any Note for: Securities by reason of such Holder having some connection with the United Kingdom (1) any tax, duty, assessment, including being a citizen or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary resident or national of, or engaged in carrying on a business or maintains maintaining a permanent establishment in, or was being physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas the United Kingdom) other than the mere ownership of, holding of a Security or the receipt of payment underprincipal and interest (including payments of discount and premium, such Noteif any) in respect thereof; (bii) presented such Note for payment in The Bahamas to, or any political subdivision thereof or thereinto a Person on behalf of, unless such Note could not have been presented for payment elsewhere; or a Holder who presents a Security (cwhere presentation is required) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is laterRelevant Date, except to the extent that the such Holder would have been entitled to such Additional Amounts if it had presented on presenting such Note Security for payment on any the last day within of such period of 30 days; (2iii) any estate, inheritance, gift, sales, transferto, or similar taxto a Person on behalf of, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on a Holder who presents a Security (where presentation is required) in the Securities;United Kingdom; or (3iv) any tax, duty, assessmentto, or other governmental charge imposed to a Person on behalf of, a Holder that is who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or similar claim for exemption to the relevant tax authority. Such Additional Amounts will also not be payable where, had the beneficial owner of a Note to the extent that Security (or any interest therein) been the beneficial owner Holder of the Security, he or she would not have been entitled to the payment of Additional Amounts had by reason of any one or more of clauses (i) through (iv) above. If the beneficial owner directly held Company shall determine that Additional Amounts will not be payable because of the Note; orimmediately preceding sentence, the Company will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or premium in respect of the Securities shall be deemed also to refer to any Additional Amounts that may be payable as set forth in this Indenture or in the Securities. At least 10 Business Days prior to the first Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate), the Company will furnish to the Trustee and the Paying Agents an Officers' Certificate instructing the Trustee and the Paying Agents whether payments of principal of or interest on the Securities due on such Interest Payment Date shall be without deduction or withholding for or on account of any United Kingdom. If any such deduction or withholding shall be required, prior to such Interest Payment Date, the Company will furnish the Trustee and the Paying Agents with an Officers' Certificate that specifies the amount, if any, required to be withheld on such payment to Holders and certifies that the Company shall pay such withholding or deduction. The Company covenants to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with actions taken or omitted by the Trustee in reliance on any Officers' Certificate furnished pursuant to this paragraph. Any Officers' Certificate required by this Section 1009 to be provided to the Trustee and any Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such Paying Agent. The Company shall furnish to the Trustee the official receipts (or a certified copy of the official receipts) evidencing payment of United Kingdom Taxes. Copies of such receipts shall be made available to the Holders of the Securities upon request.

Payment of Additional Amounts. The Issuers will1. Unless otherwise provided in a supplemental indenture, subject to if any taxes, assessments or other governmental charges are imposed by the limitations and exceptions set forth belowRelevant Tax Jurisdiction in respect of any payments under the Securities, the Payor shall pay to each Holder of the Securities, to the extent it may lawfully do so, such amounts (the "Additional Amounts") Amounts as may be necessary in order that every the net payment or deemed amounts paid to such Holder will be not less than the amount specified in such Securities to which such Holder is otherwise entitled. 2. Notwithstanding the foregoing clause (a), the Payor shall not be required to make any payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding Additional Amounts for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note forof: (1a) any tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for (i) the fact that existence of any present or former connection between such Holder: Holder (a) is or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or engaged in business possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas corporation) and the Relevant Tax Jurisdiction (other than by reason of the mere ownership of, or receipt of payment under, the Securities), including, without limitation, such Note; Holder (bor such fiduciary, settlor, beneficiary, member, shareholder or possessor) presented such being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Note (where presentation is required) for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after (x) the date on which the such payment in respect of such Note became due and payable or (y) the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge or charge; (c) any taxestax, duties, assessments assessment or other governmental charges that are charge which is payable otherwise than by deduction or withholding from payments on payment of (or in respect of) principal of, premium, if any, or any interest on, the SecuritiesNotes; (3d) any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Notes to comply with a Note request of the Payor addressed to such Holder to provide information, documents or other evidence concerning the nationality, residence or identity of such Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the Relevant Tax Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (e) any combination of the above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or limited liability company or beneficial owner who would not have been entitled to the payment of such Additional Amounts had it been the beneficial owner directly held the Note; orHolder of such Security.

Payment of Additional Amounts. The Issuers will, subject Any and all payments to the limitations a Holder of principal (and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any) and interest in respect of the Notes, with respect and any and all payments to indemnify a Note, Holder for taxes or (ii) net proceeds on the sale or exchange duties as a result of a Notesubstitution of the issuer, each after as provided in Section 14.1(a)(2), will be made free and clear of, and without withholding or deduction or for, any and all present and future withholding for or on account of any taxes, duties, assessments assessments, levies, imposts or governmental charges of whatever nature (“Taxes”) whatsoever imposed or levied by or on behalf of the government of The Bahamas of, Luxembourg, Brazil, Peru or any political subdivision or taxing authority thereof or therein having power to taxtherein, unless such withholding or deduction is required by law. In that event, the Issuer or a Guarantor, as the case may be, shall pay such additional amounts (the “Additional Amounts”) as will result in the receipt by the Holders of the such amounts that as would have been received by them had if no such withholding or deduction or withholding had been required; provided, however, except that no such Additional Amounts shall be payable in respect of any Note forNote: (1) any tax, duty, assessmentheld by, or other by a third party on behalf of, a Holder or beneficial owner which is liable for such taxes, duties, assessments, levies, imposts or governmental charge which would not have been imposed but for the fact that charges in respect of such Holder: Note by reason of its (a) is or a residentfiduciary, domiciliary settlor, member or national shareholder, beneficiary of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) having some present or former connection with Luxembourg, Brazil or Peru (including being or having been a citizen or resident of Luxembourg, Brazil or Peru or being or having been engaged in trade or business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas therein) other than the mere ownership of, or receipt holding of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c2) presented such where (in the case of a payment of principal, premium, if any, or interest on the Maturity Date or date of earlier redemption) the relevant Note is surrendered for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had presented such surrendered the relevant Note for payment on any the last day within of such period of 30 days;; or (23) any if such Tax is an estate, inheritance, gift, sales, transfertransfer or personal property tax or any similar Tax, assessment, levy, impost or governmental charge; or (4) if such amount is (a) payable other than by withholding or deduction from a payment on such Note, or similar tax(b) required to be withheld or deducted by a Paying Agent and such Holder of a Note would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent; or (5) if such Tax, assessment duty, assessment, levy, impost or governmental charge would not have been imposed but for the failure of such Holder to comply with applicable certification, information, documentation or other governmental charge reporting requirements concerning the nationality, residence, identity or any taxesconnection with Luxembourg, duties, assessments Brazil or other governmental charges that are payable otherwise than by Peru of the Holder or beneficial owner of such Note if (i) such compliance is required as a precondition to relief or exemption from withholding or deduction of all or withholding from payments on the Securities; (3) any part of such tax, duty, assessment, levy, impost or other governmental charge imposed and (ii) at least 30 days prior to the date on which the Issuer or a Guarantor, as the case may be, applies this clause (5), it will have notified such Holder that is not the or beneficial owner of a Note that it will be required to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Notecomply with such requirement; or (6) in the case of any combination of items (1) through (5).

Payment of Additional Amounts. The Issuers willIf any taxes, subject assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (a “Payor”) is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the limitations and exceptions set forth belowPayor makes a payment on the Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Securities, the Payor will pay to each Holder of a Security, to the extent it may lawfully do so, such additional amounts (the "“Additional Amounts"”) as may be necessary in order that every the net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect amounts paid to a Note, or (ii) net proceeds on such Holder will be not less than the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power amount specified in such Security to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no which such deduction or withholding been requiredHolder is entitled; provided, however, that no such the Payor will not be required to make any payment of Additional Amounts shall be payable in respect of any Note forfor or on account of: (1) any tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is the existence of any present or former connection between such Holder (or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or maintains having or having had a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note the presentation of a Security (where presentation is required) for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after (x) the date on which the such payment in respect of such Note became due and payable or (y) the date on which payment thereof is duly provided for, whichever is lateroccurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to such Additional Amounts if it had the Security been presented for such Note for payment on any 30-day within such period of 30 daysperiod); (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securitiescharge; (3) any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a Note reasonable and timely request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agents, as applicable, upon request therefor. The Company and the Subsidiary Guarantors will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to in this Indenture (other than a transfer of the Securities), or the receipt of any payments with respect to the Securities, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside Bermuda or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of this Indenture or any other such document or instrument following the occurrence of any Event of Default. All references in this Indenture to principal of, premium, if any, and interest on the Securities will include any Additional Amounts had payable by the beneficial owner directly held the Note; orPayor in respect of such principal, such premium, if any, and such interest.

Payment of Additional Amounts. The Issuers willIf any taxes, subject assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (a “Payor”) is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the limitations and exceptions set forth belowPayor makes a payment on the Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Securities, the Payor will pay to each Holder of a Security, to the extent it may lawfully do so, such additional amounts (the "“Additional Amounts"”) as may be necessary in order that every the net payment or deemed amounts paid to such Holder will be not less than the amount specified in such Security to which such Holder is entitled; provided the Payor will not be required to make any payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding Additional Amounts for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note forof: (1) any tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is the existence of any present or former connection between such Holder (or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or maintains having or having had a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note the presentation of a Security (where presentation is required) for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after (x) the date on which the such payment in respect of such Note became due and payable or (y) the date on which payment thereof is duly provided for, whichever is lateroccurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to such Additional Amounts if it had the Security been presented for such Note for payment on any 30-day within such period of 30 daysperiod); (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securitiescharge; (3) any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a Note reasonable and timely request of the Payor addressed to the extent that Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Security where, had the beneficial owner of the Security been the Holder of the Security, it would not have been entitled to the payment of Additional Amounts had by reason of any of clauses (1) to (4) inclusive above. The Payor will provide the beneficial owner directly held Trustee with the Note; official acknowledgment of the taxing authority of the Relevant Tax Jurisdiction (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agents, as applicable, upon request therefor. The Company and the Subsidiary Guarantors will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the receipt of any payments with respect to the Securities, excluding any such taxes, charges or similar levies imposed by any jurisdiction other than (a) any jurisdiction where the Company or any Subsidiary Guarantor is organized or otherwise considered by a taxing authority to be a resident for tax purposes or (b) any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities or any other such document or instrument following the occurrence of any Event of Default with respect to the Securities. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company becomes 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 as is necessary to enable the Trustee to pay such Additional Amounts to the Holders of the Securities on the payment date. All references in this Indenture to principal of, premium, if any, and interest on the Securities will include any Additional Amounts payable by the Payor in respect of such principal, such premium, if any, and such interest. The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages premium and interest, if any, with respect to a NoteSecurity, or (ii) net proceeds on the sale or exchange of a NoteSecurity, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; providedPROVIDED, howeverHOWEVER, that no such Additional Amounts shall be payable in respect of any Note Security for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such NoteSecurity; (b) presented such Note Security for payment in The Bahamas or any political subdivision thereof or therein, unless such Note Security could not have been presented for payment elsewhere; or (c) presented such Note Security for payment more than 30 days after the date on which the payment in respect of such Note Security became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the SecuritiesSecurity; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the NoteSecurity; or (4) any combination of items (1), (2) and (3). Whenever there is mentioned herein in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the Indenture. Without limiting a Holder's right to receive payment of Additional Amounts, in the event that Additional Amounts actually paid with respect to the Securities are based on rates of deduction or withholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Securities and, as a result thereof, such Holder of Securities is entitled to make a claim for a refund or credit of such excess, then such Holder of Securities shall, by accepting the Securities and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuers. By making such assignment, the Holder of Securities makes no representation or warranty that the Issuers will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. The Issuers willIf any taxes, subject assessments or other governmental charges are imposed by the jurisdiction, other than the United States, where ▇▇▇▇▇▇ Parent or a successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any jurisdiction, other than the limitations and exceptions set forth belowUnited States, from or through which the Payor makes a payment on the Debt Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Debt Securities, including any Guarantee with respect to any series of Debt Securities, the Payor shall pay to each Holder of a Debt Security, to the extent it may lawfully do so, such additional amounts (the "“Additional Amounts"”) as may be necessary in order that every the net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect amounts paid to a Note, or (ii) net proceeds on such Holder will be not less than the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power amount specified in such Debt Security to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no which such deduction or withholding been requiredholder is entitled; provided, however, that no such the Payor shall not be required to make any payment of Additional Amounts shall be payable in respect of any Note forfor or on account of: (1a) any tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for (i) the fact that existence of any present or former connection between such Holder: Holder (a) is or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident of the Relevant Tax Jurisdiction or being or having been present or engaged in a trade or business therein or maintains having or having had a permanent establishment in the Relevant Tax Jurisdiction or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than (ii) the mere ownership of, or receipt presentation of payment under, such Note; a Debt Security (bwhere presentation is required) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after (x) the date on which the such payment in respect of such Note became due and payable or (y) the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge or charge; (c) any taxestax, duties, assessments assessment or other governmental charges that are charge which is payable otherwise than by deduction or withholding from payments on payment of (or in respect of) principal of, premium, if any, or any interest on, the Debt Securities; (3d) any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure by the holder or the beneficial owner of the Debt Security to comply with a Note request of the Payor addressed to the extent that holder to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner would not have been entitled which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to the payment exemption from all or part of Additional Amounts had the beneficial owner directly held the Notesuch tax, assessment or other governmental charge; or

Payment of Additional Amounts. The Issuers will5.11.1 As provided for by Clause 3.1.15 of the Original Indenture, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment all payments of (i) principal, premium, Liquidated Damages premium and interest, if any, with interest in respect to a Note, of the Notes shall be made without withholding or (ii) net proceeds on the sale deduction for any present or exchange of a Note, each after deduction or withholding for or on account of any future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of the government of The Bahamas Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax (“Withholding Taxes”), except to the extent that such Withholding Taxes are required by Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Withholding Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Withholding Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, will result of such Holder, if compliance is required by such Successor Jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to, exemption from, or reduction in the receipt by rate of, the tax, assessment or other governmental charge and the Company has given the Holders of the amounts at least 30 days’ notice that would have been received by them had no Holders will be required to provide such deduction certification, identification or withholding been required; provided, however, that no such Additional Amounts shall be payable other requirement; (ii) in respect of any Note for: (1) any taxsuch taxes, dutyduties, assessment, assessments or other governmental charge which would not have been imposed but for the fact that such Holder: charges with respect to a Note surrendered (aif surrender is required) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after (x) the date on which the such payment in respect of such Note became due and payable or provided for(y) if the full amount payable has not been received by the Trustee on or prior to such date, the date on which full payment thereof is received by the Trustee and notice thereof given to Holders, whichever is occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts if it had presented on surrender of such Note for payment on any the last day within of such period of 30 days30-day period; (2iii) any in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments of principal or interest on the SecuritiesNotes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (3v) in respect of any such Withholding Tax that is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. For purposes of the provisions described in Clause (i) above, the term “Holder” of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner’s interest in such Note. Notwithstanding the foregoing, the limitations on the Company’s or the Guarantor’s obligation to pay Additional Amounts set forth in Clause (i) above shall not apply if the provision of information, documentation or other evidence described in such Clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be, shall promptly provide the Trustee with documentation, if any, (which may consist of certified copies of such documentation) reasonably satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. In respect of the Notes issued hereunder, at least 10 days prior to the first date of payment of interest on the Notes, the Company and the Guarantor shall furnish the Trustee and each Paying Agent with an Officers’ Certificate instructing the Trustee and the Paying Agent as to whether such payment of interest on such Notes shall be made without deduction or withholding for or on account of any tax, duty, assessment, assessment or other governmental charge charge. If there is any change in the matters set forth in that Officers Certificate, the Company and the Guarantor shall, at least 10 days prior to the first date of payment of principal or interest after each such subsequent change, provide a new Officer’s Certificate stating whether in light of such changes, such payment of interest or principal shall be made without deduction or withholding for or on account of any tax, duty, assessment or other governmental charge. If any such deduction or withholding shall be required by Brazil or any Successor Jurisdiction or any authority therein having power to tax, then such certificate shall specify, by country, the amount, if any, required to be deducted or withheld on such payment to Holders of such Notes, and the Company or the Guarantor, as the case may be, (if payment is then due under the Guaranty) shall pay or cause to be paid to the Trustee or such Paying Agent Additional Amounts, if any, required by this Section. The Company and the Guarantor agree to indemnify the Trustee and each Paying Agent for, and to hold them harmless against, any loss, liability or reasonable and duly documented expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any Officers’ Certificate furnished pursuant to this Section, the obligation of the Company and the Guarantor to so indemnify being joint and several. 5.11.2 The Company or the Guarantor, as the case may be, shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed on by Brazil or any other governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. 5.11.3 The Company or the Guarantor, as the case may be, shall provide each Paying Agent and any withholding agent under relevant tax regulations with copies of each certificate received by the Company or the Guarantor from a Holder that is not the beneficial owner of a Note pursuant to the extent text of such Security. Each such Paying Agent and withholding agent shall retain each such certificate received by it for as long as any Note is Outstanding and in no event for less than four years after its receipt, and for such additional period thereafter, as set forth in an Officers’ Certificate, as such certificate may become material in the administration of applicable tax laws. 5.11.4 In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraph are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof, such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company or the Guarantor. However, by making such assignment, the Holder makes no representation or warranty that the beneficial owner would not have been Company or the Guarantor will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 5.11.5 All references in this First Supplemental Indenture, the Original Indenture and the Notes to principal, premium or interest in respect of any Note shall be deemed to mean and include all Additional Amounts, if any, payable in respect of such principal, premium or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts had in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. All references in this First Supplemental Indenture, the beneficial owner directly held Original Indenture and the Note; orNotes to principal in respect of any Note shall be deemed to mean and include any Redemption Price or Repurchase Price payable in respect of such Note pursuant to any redemption or repurchase right hereunder (and all such references to the Stated Maturity of the principal in respect of any Note shall be deemed to mean and include the Redemption Date or Repurchase Date with respect to any such Redemption Price or Repurchase Price), and all such references to principal, premium, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 9.10, and express mention of the payment of any Redemption Price or Repurchase Price, or any such other amount in any provision hereof shall not be construed as excluding reference to the payment of any Redemption Price or Repurchase Price, or any such other amounts in those provisions hereof where such express reference is not made.

Payment of Additional Amounts. The Issuers will, subject Any and all payments to the limitations a Holder of principal (and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any) and interest in respect of the Securities will be made free and clear of, with respect to a Noteand without withholding or deduction for, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or any and all present and future withholding for or on account of any taxes, duties, assessments assessments, levies, imposts or governmental charges of whatever nature (“Taxes”) whatsoever imposed or levied by or on behalf of of, the government of The Bahamas Cayman Islands, Brazil or Japan or any political subdivision or taxing authority thereof or therein having power to taxtherein, unless such withholding or deduction is required by law. In that event, the Company or the Guarantors, as the case may be, shall pay such additional amounts (the “Additional Amounts”) as will result in the receipt by the Holders of the such amounts that as would have been received by them had if no such withholding or deduction or withholding had been required; provided, however, except that no such Additional Amounts shall be payable in respect of any Note forSecurity: (1i) any tax, duty, assessmentheld by, or other by a third party on behalf of, a holder which is liable for such taxes, duties, assessments, levies, imposts or governmental charge which would not have been imposed but for the fact that charges in respect of such Holder: Security by reason of its (a) is or a residentfiduciary, domiciliary settlor, member or national shareholder, beneficiary of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) having some present or former connection with the Cayman Islands, Brazil or Japan (including being or having been a citizen or resident of the Cayman Islands, Brazil or Japan or being or having been engaged in trade or business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas therein) other than the mere ownership of, or receipt holding of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhereSecurity; or (cii) presented such Note where (in the case of a payment of principal, premium, if any, or interest on the Maturity Date or date of earlier redemption) the relevant Security is surrendered for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had presented such Note for payment surrendered the relevant Security on any the last day within of such period of 30 days;; or (2iii) any if such tax is an estate, inheritance, gift, sales, transfer, transfer or personal property tax or any similar tax, assessment assessment, levy, impost or governmental charge; or (iv) if such amount is (a) payable other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments a payment on the Securities;such Security, or (b) required to be withheld by a paying agent and such payment can be made without such withholding by any other paying agent; or (3v) any if such tax, duty, assessment, levy, impost or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled imposed but for the failure of such holder to comply with applicable certification, information, documentation or other reporting requirements concerning the payment nationality, residence, identity or connection with the Cayman Islands, Brazil or Japan of Additional Amounts had the Holder or beneficial owner directly held the Noteof such Security if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such tax, duty, assessment, levy, impost or governmental charge; or (vi) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 200348/EC of 3 June 2003 on taxation of savings income in the form of interest payments or any European Union Directive otherwise implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, any such Directive; or (vii) in the case of any combination of items (i) through (vi).

Payment of Additional Amounts. The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment 10.7.1 All payments of (i) principal, premium, Liquidated Damages premium and interest, if any, with interest in respect to a Note, of the Securities shall be made without withholding or (ii) net proceeds on the sale deduction for any present or exchange of a Note, each after deduction or withholding for or on account of any future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of the government of The Bahamas Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes"), except to the extent that such Foreign Taxes are required by Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Securities on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Security: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and Brazil other than the mere holding of such Security and the receipt of payments with respect to such Security or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, will result of such Holder, if compliance is required by such Successor Jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the receipt by rate of, the tax, assessment or other governmental charge and the Company has given the Holders of the amounts at least 30 days' notice that would have been received by them had no Holders will be required to provide such deduction certification, identification or withholding been required; provided, however, that no such Additional Amounts shall be payable other requirement; (ii) in respect of any Note for: (1) any taxsuch taxes, dutyduties, assessment, assessments or other governmental charge which would not have been imposed but for the fact that such Holder: charges with respect to a Security surrendered (aif surrender is required) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the such payment in respect of such Note became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is occurs later, except to the extent that the Holder of such Security would have been entitled to such Additional Amounts if it had presented on surrender of such Note Security for payment on any the last day within of such period of 30 days30-day period; (2iii) any in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Security; -------------------------------------------------------------------------------- (iv) in respect of any tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on any series of Securities or by direct payment by the SecuritiesCompany in respect of claims made against the Company; (3v) any tax, duty, assessment, where such withholding or other governmental charge deduction is imposed on a Holder that payment to an individual and is not required to be made pursuant to any European Union Directive on the beneficial owner taxation of a Note savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Noteconform to, such directive; or (vi) in respect of any combination of the above.

Payment of Additional Amounts. The Issuers will, subject In the event that the Company is required to make any withholding or deduction for or on account of any taxes imposed by the Republic of South Africa (or any political subdivision or taxing authority thereof or therein) from any payment made under or with respect to the limitations and exceptions set forth belowSecurities, the Company shall (a) pay to each Holder such additional amounts of interest (the "Additional AmountsADDITIONAL AMOUNTS") as may be necessary in order so that every the net amount received by each Holder (including Additional Amounts) will not be less than the amount the Holder would have received had such taxes not been withheld or deducted, and (b) provide to each Holder certified copies of tax receipts evidencing the payment or deemed payment by the Company of (i) principalthe applicable South African taxes within 30 days after the date of such payment; PROVIDED, premiumHOWEVER, Liquidated Damages and interest, if any, that no Additional Amount will be payable with respect to a Note, or (ii) net proceeds on payment made to a non-resident Holder if the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature tax so imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note foris: (1i) any tax, duty, assessment, assessment or other governmental charge which that would not have been imposed but for the fact that such Holder: (a) is the existence of any present or former connection, other than the holding of Securities or the receipt of amounts payable in respect of Securities, between the Holder (or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, the Holder, if the Holder is an estate, nominee, trust, partnership or corporation) and South Africa or any common monetary area for South Africa purposes, in other words, Lesotho, Namibia, Botswana and Swaziland, including, without limitation, the Holder (or the fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or maintains having or having had a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note the presentation of Securities (where presentation is required) for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after the date on which the payment in respect of such Note Securities first became due and payable or provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had the Securities been presented such Note for payment on any the last day within such of that period of 30 days; (2ii) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or beneficial owner of the Securities with a request by the Company addressed to the Holder or beneficial owner (a) to provide information, concerning the nationality, residence or identity of the Holder or beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (a) or (b), is required or imposed by a statute, regulation or administrative practice of the taxing jurisdictions as a precondition to exemption form all or part of such tax, duty, assessment or other governmental charge; (iii) any estate, inheritance, gift, salessale, transfer, personal property or similar tax, duty, assessment or other governmental charge; (iv) any tax, duty, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are which is payable otherwise than by deduction or withholding from payments payment of principal of or interest on the Securities; (3v) any tax, duty, assessment, duty or other governmental charge imposed on a Holder that is not the beneficial owner of a Note Securities to the extent that the beneficial owner would not have been entitled to the payment of any Additional Amounts had the beneficial owner directly held the NoteSecurities; or (vi) any combination of items (i), (ii), (iii), (iv) and (v) above.

Payment of Additional Amounts. The Issuers will, subject Any and all payments to the limitations a Holder of principal (and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any) and interest in respect of the Notes, with respect and any and all payments to indemnify a Note, Holder for taxes or (ii) net proceeds on the sale or exchange duties as a result of a Notesubstitution of the issuer, each after as provided in Section 14.1(a)(ii), will be made free and clear of, and without withholding or deduction or for, any and all present and future withholding for or on account of any taxes, duties, assessments assessments, levies, imposts or governmental charges of whatever nature (“Taxes”) whatsoever imposed or levied by or on behalf of of, the government of The Bahamas Cayman Islands, Brazil or Japan or any political subdivision or taxing authority thereof or therein having power to taxtherein, unless such withholding or deduction is required by law. In that event, the Company or the Guarantors, as the case may be, shall pay such additional amounts (the “Additional Amounts”) as will result in the receipt by the Holders of the such amounts that as would have been received by them had if no such withholding or deduction or withholding had been required; provided, however, except that no such Additional Amounts shall be payable in respect of any Note forNote: (1) any tax, duty, assessmentheld by, or other by a third party on behalf of, a Holder which is liable for such taxes, duties, assessments, levies, imposts or governmental charge which would not have been imposed but for the fact that charges in respect of such Holder: Note by reason of its (a) is or a residentfiduciary, domiciliary settlor, member or national shareholder, beneficiary of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) having some present or former connection with the Cayman Islands, Brazil or Japan (including being or having been a citizen or resident of the Cayman Islands, Brazil or Japan or being or having been engaged in trade or business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas therein) other than the mere ownership of, or receipt holding of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c2) presented such where (in the case of a payment of principal, premium, if any, or interest on the Maturity Date or date of earlier redemption) the relevant Note is surrendered for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had presented such surrendered the relevant Note for payment on any the last day within of such period of 30 days;; or (23) any if such tax is an estate, inheritance, gift, sales, transfer, transfer or personal property tax or any similar tax, assessment assessment, levy, impost or governmental charge; or (4) if such amount is (a) payable other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments a payment on the Securities;such Note, or (b) required to be withheld by a paying agent and such payment can be made without such withholding by any other paying agent; or (35) any if such tax, duty, assessment, levy, impost or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled imposed but for the failure of such Holder to comply with applicable certification, information, documentation or other reporting requirements concerning the payment nationality, residence, identity or connection with the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or Japan of Additional Amounts had the Holder or beneficial owner directly held the Noteof such Note if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such tax, duty, assessment, levy, impost or governmental charge; or (6) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 200348/EC of 3 June 2003 on taxation of savings income in the form of interest payments or any European Union Directive otherwise implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, any such Directive; or (7) in the case of any combination of items (i) through (vi).

Payment of Additional Amounts. The Issuers will, subject In the event that the Company is required to make any withholding or deduction for or on account of any taxes imposed by the Republic of South Africa (or any political subdivision or taxing authority thereof or therein) from any payment made under or with respect to the limitations and exceptions set forth belowSecurities, the Company shall (a) pay to each Holder such additional amounts of interest (the "Additional AmountsADDITIONAL AMOUNTS") as may be necessary in order so that every the net amount received by each Holder (including Additional Amounts) will not be less than the amount the Holder would have received had such taxes not been withheld or deducted, and (b) provide to each Holder certified copies of tax receipts evidencing the payment or deemed payment by the Company of (i) principalthe applicable South African taxes within 30 days after the date of such payment; PROVIDE, premiumHOWEVER, Liquidated Damages and interest, if any, that no Additional Amount will be payable with respect to a Note, or (ii) net proceeds on payment made to a non-resident Holder if the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature tax so imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note foris: (1i) any tax, duty, assessment, assessment or other governmental charge which that would not have been imposed but for the fact that such Holder: (a) is the existence of any present or former connection, other than the holding of Securities or the receipt of amounts payable in respect of Securities, between the Holder (or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, the Holder, if the Holder is an estate, nominee, trust, partnership or corporation) and South Africa or any common monetary area for South Africa purposes, in other words, Lesotho, Namibia, Botswana and Swaziland, including, without limitation, the Holder (or the fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or maintains having or having had a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note the presentation of Securities (where presentation is required) for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after the date on which the payment in respect of such Note Securities first became due and payable or provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had the Securities been presented such Note for payment on any the last day within such of that period of 30 days; (2ii) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or beneficial owner of the Securities with a request by the Company addressed to the Holder or beneficial owner (a) to provide information, concerning the nationality, residence or identity of the Holder or beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (a) or (b), is required or imposed by a statute, regulation or administrative practice of the taxing jurisdictions as a precondition to exemption form all or part of such tax, duty, assessment or other governmental charge; (iii) any estate, inheritance, gift, salessale, transfer, personal property or similar tax, duty, assessment or other governmental charge; (iv) any tax, duty, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are which is payable otherwise than by deduction or withholding from payments payment of principal of or interest on the Securities; (3v) any tax, duty, assessment, duty or other governmental charge imposed on a Holder that is not the beneficial owner of a Note Securities to the extent that the beneficial owner would not have been entitled to the payment of any Additional Amounts had the beneficial owner directly held the NoteSecurities; or (vi) any combination of items (i), (ii), (iii), (iv) and (v) above.

Payment of Additional Amounts. The Issuers willUnless otherwise provided in the Board Resolution or supplemental indenture executed pursuant to Section 3.01 establishing the terms of a particular series of Securities, subject the Issuer will pay to the limitations and exceptions set forth below, pay to each Holder of any Security such additional amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of the principal of (i) principal, and premium, Liquidated Damages if any, on) and interest, if any, with respect to a Noteand Deferred Interest, or (ii) net proceeds if any, on the sale or exchange of a Note, each any such Security after deduction or other withholding for or on account of any taxespresent or future tax, dutiesassessment, assessments duty or other governmental charges charge of whatever any nature imposed whatsoever imposed, levied or levied collected by or on behalf of the government of The Bahamas United Kingdom or any political subdivision or taxing authority thereof or therein having power to tax, will result not be less than the amount provided for in the receipt by the Holders of the amounts that would have been received by them had no any such deduction or withholding been requiredSecurity to be then due and payable; provided, however, that no such Additional Amounts shall be payable in respect the foregoing obligation to pay additional amounts will not apply on account of any Note fortax, assessment, duty or other governmental charge which is payable: (1) otherwise than by deduction or withholding from payments of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhereSecurity; or (c2) by reason of such Holder having, or having had, some personal or business connection with the United Kingdom and not merely by reason of the fact that payments are, or for the purposes of taxation are deemed to be, from sources in, or secured in the United Kingdom; or (3) except in the case of the winding up of the Issuer in England, where the relevant Security is presented such Note for payment in the United Kingdom; or (4) where the relevant Security is presented for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date (as defined below) except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had presented such Note additional amounts on presenting the Security for payment on any day within such period of 30 days;thirtieth day; or (25) with respect to a payment to an individual, where the deduction or withholding is required to be made pursuant to any law implementing or complying with Directive 2003/48/EC of the European Union or to any other directive on the taxation of savings implementing the conclusions of the meeting of the European Council of Economics and Finance Ministers of November 26-27, 2000 (or any supplemental ECOFIN meeting relating to such directive) or any agreement between the European Union and any other jurisdiction providing for equivalent measures; or (6) on a Security presented for payment by a Holder who would have been able to avoid such deduction or withholding by presenting the relevant Security to another paying agent in a Member State of the European Union or elsewhere; or (7) by reason by any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar tax, assessment or other governmental charge charge; or (8) as a result of the failure of a Holder to satisfy any statutory requirements or any taxes, duties, assessments make a declaration of non-residence or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;claim for exemption; or (39) by reason of a change in law or official practice of any taxrelevant taxing authority that becomes effective more than 30 days after the Relevant Date (as defined below) for payment of principal (or premium, dutyif any) or interest or Deferred Interest, assessmentif any, in respect of such Security; or (10) owing to any combination of clauses (1) through (9) above (provided that such provision is applicable to the relevant series of Securities in accordance with this Subordinated Indenture). No additional amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any such Security to any Holder who is a fiduciary or partnership or other governmental charge imposed on than the sole beneficial owner of any such payment to the extent that a Holder that is not beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of a Note to the extent that the beneficial owner such payment would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security. For the purposes hereof the “Relevant Date” means the date on which the payment of Additional Amounts had principal of (or premium, if any, on) or interest or Deferred Interest, if any, on any Security first becomes due and payable but, if the beneficial owner directly held full amount of the Notemonies payable on such date has not been received by the relevant Paying Agent or as it shall have directed on or prior to such date, the “Relevant Date” means the date on which such monies shall have been so received. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any, on) or interest or Deferred Interest (or, with respect to the Perpetual Subordinated Capital Securities, any other payments), if any, on any Security, such mention shall be deemed to include mention of the payment of additional amounts provided for in the terms of such Securities and this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts as contemplated by Section 3.01(22), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest and Deferred Interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer will furnish the Subordinated Trustee for that series of Securities with an Officers’ Certificate instructing such Subordinated Trustee whether such payment of principal of (and premium, if any, on) and interest and Deferred Interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge as referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer will pay to the Subordinated Trustee for such series of Securities such additional amounts as may be required pursuant to the terms applicable to such series. The Issuer covenants to indemnify the Subordinated Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence, willful default or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.07 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer shall survive payment of all of the Securities, the satisfaction and discharge of this Subordinated Indenture, and the resignation or removal of the Subordinated Trustee or any Paying Agent for such series of Securities. The Issuer hereby undertakes that, if any withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the proposal agreed by the European Council of the Economic and Finance Ministers (“ECOFIN”) on January 21, 2003 or any law implementing or complying with, or introduced in order to conform to, any such Directive, it will ensure that it maintains a paying agent with a specific office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings income implementing those proposals or any such law; orprovided, that under no circumstances shall the Issuer be obliged to maintain a paying agent with a specified office in such member state unless at least one member state of the European Union does not require a paying agent making payments through a specified office in that member state to so withhold or deduct tax.

Payment of Additional Amounts. The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages premium and interest, if any, with respect to a NoteSecurity, or (ii) net proceeds on the sale or exchange of a NoteSecurity, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note Security for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such NoteSecurity; (b) presented such Note Security for payment in The Bahamas or any political subdivision thereof or therein, unless such Note Security could not have been presented for payment elsewhere; or (c) presented such Note Security for payment more than 30 days after the date on which the payment in respect of such Note Security became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the SecuritiesSecurity; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the NoteSecurity; or (4) any combination of items (1), (2) and (3). Whenever there is mentioned herein in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture. Without limiting a Holder's right to receive payment of Additional Amounts, in the event that Additional Amounts actually paid with respect to the Securities are based on rates of deduction or withholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Securities and, as a result thereof, such Holder of Securities is entitled to make a claim for a refund or credit of such excess, then such Holder of Securities shall, by accepting the Securities and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuers. By making such assignment, the Holder of Securities makes no representation or warranty that the Issuers will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. The Issuers willIn the event that any payments due and payable on the Bonds, or any delivery of Shares or other cash payment (if any) on conversion of the Bonds, is subject to withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature (“Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of Singapore, France or the limitations and exceptions set forth belowUnited States or any other jurisdiction from which any payment is made on the Bonds (or any political subdivision or Taxing Authority thereof), the Company shall pay to each Holder such additional amounts (the "“Additional Amounts"”) in respect of such payments as may be necessary in order that every the net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt amounts received by the Holders of after such withholding or deduction shall equal the respective amounts that would have been received by them had no receivable in respect of the Bonds in the absence of such deduction withholding or withholding been required; provideddeduction, however, except that no such Additional Amounts shall be payable in respect of any Note forfor or on account of: (1a) any tax, duty, assessment, or other governmental charge which Taxes that would not have been imposed but for the fact that such Holderfor: (ai) is the existence of any present or former connection between the Holder and/or the beneficial owner of such Bond and Singapore, France or the United States, other than merely holding such Bond, including such Holder and/or beneficial owner being or having been a residentnational, domiciliary or national of, resident of or treated as a resident thereof or being or having been present or engaged in a trade or business therein or maintains having had a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (cii) presented the presentation of such Note for payment Bond (if presentation is required) more than 30 thirty (30) days after the later of the date on which the any payment in respect of on such Note Bond became due and payable pursuant to the terms thereof or the date that such payment was made or duly provided for, whichever is later, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note Bond for payment on any day date within such period of 30 days;thirty (30) day period; or (2iii) the presentation of such Bond (if presentation is required) for payment in the United States, unless such Bond could not have been presented for payment elsewhere; or (b) any estate, inheritance, gift, salessale, transfer, stamp, personal property or similar tax, assessment or other governmental charge including without limitation withholding or deduction imposed on a payment to an individual and required to be made pursuant to any European Union Directive 2003/48/EC on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27 2000 or any taxes, duties, assessments law implementing or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;complying with such Directive; or (3c) any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of the Bond with a Note request by the Company addressed to the extent Holder to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner, or to make any declaration or other similar claim or satisfy any information or reporting requirement that is required or imposed by a statute, treaty, regulation or administrative practice of the beneficial owner taxing jurisdiction as a precondition to exemption from all or a part of such tax, assessment or other governmental charge; or (d) presented for payment by or on behalf of a holder who would not have been entitled able to avoid such withholding or deduction by presenting the payment relevant Bond to another Paying Agent or Conversion Agent in a Member State of the European Union; or (e) any combination of Taxes referred to in the preceding sub-clauses (a), (b), (c) and (d). The Company's obligation hereunder to pay the Additional Amounts had resulted from tax deduction or withholding under the beneficial owner directly held laws of the Note; orUnited States shall cease upon the Holders' election not to have their Bonds redeemed under Section 3.6. Any reference in this Indenture to any payment due and payable in respect of the Bonds or delivery of Shares upon conversion of the Bonds shall be deemed also to include any such Additional Amounts that may be payable in accordance with the provisions described in this Indenture and under the terms of the Bonds.

Payment of Additional Amounts. The Issuers willIn the event that any payments due and payable on the Bonds, or any delivery of Shares or other cash payment (if any) on conversion of the Bonds, is subject to withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature (“Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of Singapore, France or the limitations and exceptions set forth belowUnited States or any other jurisdiction from which any payment is made on the Bonds (or any political subdivision or Taxing Authority thereof), the Company shall pay to each Holder such additional amounts (the "“Additional Amounts"”) in respect of such payments as may be necessary in order that every the net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt amounts received by the Holders of after such withholding or deduction shall equal the respective amounts that would have been received by them had no receivable in respect of the Bonds in the absence of such deduction withholding or withholding been required; provideddeduction, however, except that no such Additional Amounts shall be payable in respect of any Note forfor or on account of: (1a) any tax, duty, assessment, or other governmental charge which Taxes that would not have been imposed but for the fact that such Holderfor: (ai) is the existence of any present or former connection between the Holder and/or the beneficial owner of such Bond and Singapore, France or the United States, other than merely holding such Bond, including such Holder and/or beneficial owner being or having been a residentnational, domiciliary or national of, resident of or treated as a resident thereof or being or having been present or engaged in a trade or business therein or maintains having had a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (cii) presented the presentation of such Note for payment Bond (if presentation is required) more than 30 thirty (30) days after the later of the date on which the any payment in respect of on such Note Bond became due and payable pursuant to the terms thereof or the date that such payment was made or duly provided for, whichever is later, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note Bond for payment on any day date within such period of 30 days;thirty (30) day period; or (2iii) the presentation of such Bond (if presentation is required) for payment in the United States, unless such Bond could not have been presented for payment elsewhere; or (b) any estate, inheritance, gift, salessale, transfer, stamp, personal property or similar tax, assessment or other governmental charge including without limitation withholding or deduction imposed on a payment to an individual and required to be made pursuant to any European Union Directive 2003/48/EC on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27 2000 or any taxes, duties, assessments law implementing or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;complying with such Directive; or (3c) any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of the Bond with a Note request by the Company addressed to the extent Holder to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner, or to make any declaration or other similar claim or satisfy any information or reporting requirement that is required or imposed by a statute, treaty, regulation or administrative practice of the beneficial owner taxing jurisdiction as a precondition to exemption from all or a part of such tax, assessment or other governmental charge; or (d) presented for payment by or on behalf of a holder who would not have been entitled able to avoid such withholding or deduction by presenting the payment relevant Bond to another Paying Agent or Conversion Agent in a Member State of the European Union; or (e) any combination of Taxes referred to in the preceding sub-clauses (a), (b), (c) and (d). The Company’s obligation hereunder to pay the Additional Amounts had resulted from tax deduction or withholding under the beneficial owner directly held laws of the Note; orUnited States shall cease upon the Holders’ election not to have their Bonds redeemed under Section 3.6. Any reference in this Indenture to any payment due and payable in respect of the Bonds or delivery of Shares upon conversion of the Bonds shall be deemed also to include any such Additional Amounts that may be payable in accordance with the provisions described in this Indenture and under the terms of the Bonds.

Payment of Additional Amounts. The Issuers willIf any taxes, subject assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (a "Payor") is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the limitations and exceptions set forth belowPayor makes a payment on the Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the "Relevant Tax Jurisdiction") in respect of any payments under the Securities, the Payor will pay to each Holder of a Security, to the extent it may lawfully do so, such additional amounts (the "Additional Amounts") as may be necessary in order that every the net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect amounts paid to a Note, or (ii) net proceeds on such Holder will be not less than the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power amount specified in such Security to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no which such deduction or withholding been requiredHolder is entitled; provided, however, that no such the Payor will not be required to make any payment of Additional Amounts shall be payable in respect of any Note forfor or on account of: (1) any Any tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is the existence of any present or former connection between such Holder (or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or maintains having or having had a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note the presentation of a Security (where presentation is required) for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after (x) the date on which the such payment in respect of such Note became due and payable or (y) the date on which payment thereof is duly provided for, whichever is lateroccurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to such Additional Amounts if it had the Security been presented for such Note for payment on any 30-day within such period of 30 daysperiod); (2) any Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securitiescharge; (3) any Any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a Note reasonable and timely request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) Any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agents, as applicable, upon request therefor. The Company and the Subsidiary Guarantors will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the receipt of any payments with respect to the Securities, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the Republic of the ▇▇▇▇▇▇▇▇ Islands or any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities or any other such document or instrument following the occurrence of any Event of Default with respect to the Securities. All references in this Indenture to principal of, premium, if any, and interest on the Securities will include any Additional Amounts had payable by the beneficial owner directly held the Note; orPayor in respect of such principal, such premium, if any, and such interest.

Payment of Additional Amounts. The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages premium and interest, if any, with respect to a NoteSecurity, or (ii) net proceeds on the sale or exchange of a NoteSecurity, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note Security for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such NoteSecurity; (b) presented such Note Security for payment in The Bahamas or any political subdivision thereof or therein, unless such Note Security could not have been presented for payment elsewhere; or (c) presented such Note Security for payment more than 30 days after the date on which the payment in respect of such Note Security became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the SecuritiesSecurity; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the NoteSecurity; or (4) any combination of items (1), (2) and (3); Whenever there is mentioned herein in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the Indenture. Without limiting a Holder's right to receive payment of Additional Amounts, in the event that Additional Amounts actually paid with respect to the Securities are based on rates of deduction or withholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Securities and, as a result thereof, such Holder of Securities is entitled to make a claim for a refund or credit of such excess, then such Holder of Securities shall, by accepting the Securities and receiving a payment of Additional Amounts, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuers. By making such assignment, the Holder of Securities makes no representation or warranty that the Issuers will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. The Issuers willAny and all payments to a Holder of principal (and premium, subject to if any) and interest in respect of the limitations Securities will be made free and exceptions set forth belowclear of, and without withholding or deduction for, any and all present and future withholding taxes, duties, assessments, levies, imposts or charges ("Taxes") whatsoever imposed by or on behalf of, the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by law. In that event, the Company or the Guarantors, as the case may be, shall pay to each Holder such additional amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the such amounts that as would have been received by them had if no such withholding or deduction or withholding had been required; provided, however, except that no such Additional Amounts shall be payable in respect of any Note forSecurity: (1i) any tax, duty, assessmentheld by, or other by a third party on behalf of, a holder which is liable for such taxes, duties, assessments, levies, imposts or governmental charge which would not have been imposed but for the fact that charges in respect of such Holder: Security by reason of its (a) is or a residentfiduciary, domiciliary settlor, member or national shareholder, beneficiary of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) having some present or former connection with the Cayman Islands or Brazil (including being or having been a citizen or resident of the Cayman Islands or Brazil or being or having been engaged in trade or business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas therein) other than the mere ownership of, or receipt holding of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhereSecurity; or (cii) presented such Note where (in the case of a payment of principal, premium, if any, or interest on the Maturity Date or date of earlier redemption) the relevant Security is surrendered for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had presented such Note for payment surrendered the relevant Security on any the last day within of such period of 30 days;; or (2iii) any if such tax is an estate, inheritance, gift, sales, transfer, transfer or personal property tax or any similar tax, assessment assessment, levy, impost or governmental charge; or (iv) if such amount is (a) payable other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments a payment on the Securities;such Security, or (b) required to be withheld by a paying agent and such payment can be made without such withholding by any other paying agent; or (3v) any if such tax, duty, assessment, levy, impost or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled imposed but for the failure of such holder to comply with applicable certification, information, documentation or other reporting requirements concerning the payment nationality, residence, identity or connection with the Cayman Islands or Brazil of Additional Amounts had the Holder or beneficial owner directly held the Noteof such Security if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such tax, duty, assessment, levy, impost or governmental charge; or (vi) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments or any European Union Directive otherwise implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, any such Directive; or (vii) in the case of any combination of items (i) through (vi).

Payment of Additional Amounts. The Issuers willAll payments of principal and interest made by the Issuer in respect of the Notes and made by the Guarantor in respect of the Intercompany Loan, subject and all payments pursuant to the limitations Guarantee, shall be made free and exceptions set forth belowclear of, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment and without withholding or deemed payment of (i) principaldeduction for, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of within the government of The Bahamas British Virgin Islands or Hong Kong or any authority therein or thereof or therein having power to taxtax ("Taxes"), unless such withholding or deduction of such Taxes is required by law or by the interpretation or administration thereof. In that event, the Issuer or the Guarantor, as applicable, shall pay such additional amounts ("Additional Amounts") as will result in the receipt by the Holders holders of the Notes or the Issuer in respect of the Intercompany Loan, as the case may be, of such amounts that as would have been received by them payable to such holders or the Issuer, as the case may be, had no such withholding or deduction or withholding of such Taxes been required; provided, however, except that no such Additional Amounts shall be payable payable: (a) in respect of any such Taxes that would not have been imposed, deducted or withheld but for the existence of any connection between the holder or beneficial owner of a Note or the Guarantee, as the case may be (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, a holder or beneficial owner of a Note or the Guarantee, if such holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the British Virgin Islands or Hong Kong or any political subdivision or any authority thereof or therein or any territory or possession thereof or area subject to its jurisdiction, as the case may be, otherwise than merely holding such Note or the Guarantee or receiving principal or interest in respect thereof; (b) in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been Guarantee presented for payment elsewhere; or (cwhere presentation is required) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is laterrelevant date, except to the extent that the Holder holder thereof would have been entitled to such Additional Amounts if it had presented such Note on presenting the same for payment on the last day of such 30-day period. For this purpose, the "relevant date" in relation to any day within Note or the Guarantee means (i) the due date for payment thereof and (ii) if the full amount payable on such period due date has not been received in The City of 30 daysNew York by the Trustee on or prior to such due date, the first date on which such full amount has been so received and notice to that effect has been given to the holders of the Notes; (2c) in respect of any such Taxes withheld or deducted from any payment under or with respect to any Note or Guarantee: (i) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26- 27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive or (ii) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union; (d) in respect of any such Taxes payable otherwise than by deduction or withholding from payments under or with respect to any Note or the Guarantee; (e) in respect of any such Taxes that would not have been so imposed, deducted or withheld if the holder or beneficial owner of a Note or the Guarantee or the beneficial owner of any payment on such Note or the Guarantee had (i) made a declaration of non-residence or any other claim or filing for exemption to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the British Virgin Islands or Hong Kong of such holder or beneficial owner of such Note or the Guarantee or any payment on such Note or the Guarantee (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the British Virgin Islands or Hong Kong as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the British Virgin Islands or Hong Kong, the holder of such Note or the Guarantee at that time has been notified by the Issuer, any Guarantor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (f) in respect of any payment under or with respect to a Note or the Guarantee to any holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, Note or Guarantee, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment, Note or Guarantee would not have been entitled to such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note; (g) in respect of any estate, inheritance, gift, sales, transferexcise, transfer or personal property tax or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;charge; or (3h) any taxcombination of items (a) through (g) above. Whenever there is mentioned, dutyin any context, assessmentthe payment of principal or interest in respect of any Note, in respect of the Intercompany Loan or other governmental charge imposed on a Holder that is not in respect of the beneficial owner of a Note Guarantee, such mention shall be deemed to the extent that the beneficial owner would not have been entitled to include the payment of Additional Amounts had provided for herein or in the beneficial owner directly held Intercompany Loan, as the Note; orcase may be, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant hereto or in the Intercompany Loan, as the case may be. The foregoing provisions in this Section 3.09 shall apply in the same manner with respect to the jurisdiction in which any successor Person to the Issuer (including any entity substituted in place of the Issuer, or of any previous substituted company, pursuant to Section 3.11) or the Guarantor is organized or any authority therein or thereof having the power to tax (a "Successor Jurisdiction") substituting such Successor Jurisdiction for the British Virgin Islands or Hong Kong, as the case may be.

Payment of Additional Amounts. The Issuers will, subject to All payments made by the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment ----------------------------- Issuer under or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, Note or (ii) net proceeds on the sale Notes will be made free and clear of and without withholding or exchange of a Note, each after deduction or withholding for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Authority ("Taxes"), unless the government of The Bahamas Issuer, is required to withhold or any authority thereof deduct Taxes by law or therein having power to tax, will result in the receipt by the Holders interpretation or administration thereof. In the event that the Issuer is required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to a Note or Notes, the Issuer will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by the Holder (including Additional Amounts) after such withholding or deduction will equal the amount that the Holder would have received if such Taxes had not been received by them had no such deduction required to be withheld or withholding been requireddeducted; provided, however, provided that no such Additional Amounts shall will be payable in with respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for to a payment made the fact that such HolderHolder to the extent: (a) is a resident, domiciliary that any such Taxes would not have been so imposed but for the existence of any present or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some former connection with The Bahamas between the Holder and the Taxing Authority imposing such Taxes (other than the mere ownership of, or receipt of payment undersuch payment, acquisition, ownership or disposition of such NoteNote or Notes or the exercise or enforcement of rights under such Note or Notes or this Master Loan Agreement); (b) presented of any estate, inheritance, gift, sales, transfer, or personal property Tax imposed with respect to such Note for payment in The Bahamas or any political subdivision thereof or thereinNotes, unless such Note could not have been presented for payment elsewhere; orexcept as otherwise provided herein; (c) presented that any such Note Taxes would not have been so imposed but for the presentation of such Notes (where presentation is required) for payment on a date more than 30 days after the date on which the such payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had the Notes been presented such Note for payment on any date during such 30-day within such period of 30 days;period; or (2d) any estatethat the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, inheritanceif (x) the making of such declaration or claim is required or imposed by statute, gifttreaty, salesregulation, transferruling or administrative practice of the relevant Taxing Authority as a precondition to an exemption from, or similar taxreduction in, assessment the relevant Taxes, and (y) at least 60 days prior to the first payment date with respect to which this clause (d) shall apply, the Issuer shall have notified the Holder in writing that the Holder shall be required to provide such declaration or claim. The Issuer will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer will use its reasonable best efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Issuer will, upon request, make available to the Holder, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer, or if, notwithstanding the Issuer's efforts to obtain such receipts, the same are not obtainable, other evidence of such payments by the Issuer. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Holder an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. The foregoing provisions shall survive any termination of the discharge of this Master Loan Agreement and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein. In addition, the Issuer will pay any stamp, issue, registration, documentary or other governmental charge similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in the United States or any taxespolitical subdivision or taxing authority of or in the foregoing in respect of the creation, dutiesissue, assessments offering, enforcement, redemption or retirement of any Note. Whenever in this Master Loan Agreement or the Notes there is mentioned, in any context, the payment of principal, redemption price, interest or any other governmental charges that are amount payable otherwise than by deduction under or withholding from payments on the Securities; (3) with respect to any taxNote, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner such mention shall be deemed to include mention of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had to the beneficial owner directly held the Note; orextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. ARTICLE ELEVEN

Payment of Additional Amounts. The Issuers will, subject Company will pay to the limitations and exceptions set forth below, pay to each Holder of any Security such additional amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages the principal of and interest, if any, with respect to a Note, or (ii) net proceeds interest on the sale or exchange of a Note, each such Security after deduction or other withholding for or on account of any taxespresent or future tax, dutiesassessment, assessments or other governmental charges charge of whatever any nature imposed whatsoever imposed, levied or levied collected by or on behalf of the government of The Bahamas country in which FTL-Cayman is organized, or any political subdivision or taxing authority thereof or therein having power to tax, will result not be less than the amount provided for in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been requiredSecurity to be then due and payable; provided, however, that no such Additional Amounts shall be payable in respect the foregoing obligation to pay additional amounts will not apply on account of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that is payable (i) otherwise than by deduction or withholding from payments of principal of or interest on such Security; or (ii) by reason of such Holder: (a) is a resident, domiciliary or national of, or engaged in a person on behalf of such Holder, having, or having had, some personal or business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas the country in which FTL-Cayman is organized other than the mere receipt of such payment or the ownership or holding of a Security; or (iii) to, or to a person on behalf of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note a Holder who presents a Security where presentation is required for payment more than 30 days after the relevant date on which the for payment of principal or interest in respect of such Note became due and payable or provided for, whichever is later, Security except to the extent that the such Holder would have been entitled to such Additional Amounts if it had presented additional amounts on presenting such Note Security for payment on any the last day within of such period of 30 days; ; or (2iv) by reason of any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar tax, assessment or other governmental charge charge; or (v) as a result of the failure of a -49- 55 Holder, or a person on behalf of such Holder, to satisfy any taxes, duties, assessments statutory requirements or make a declaration of nonresidence or other governmental charges that are payable otherwise than by deduction similar claim for exemption to the relevant tax authority; or withholding from payments (vi) owing to any combination of clauses (i) through (v) above. No additional amounts will be paid as provided above with respect to any payment of principal of or interest on the Securities; (3) any tax, duty, assessment, such Security to any Holder who is a fiduciary or partnership or other governmental charge imposed on a Holder that is not than the sole beneficial owner of a Note any such payment to the extent that the beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the additional amounts had such beneficiary, settlor, member of beneficial owner been the Holder of any such Security. Whenever in this Indenture there is mentioned, in any context, the payment of Additional Amounts had any principal of or interest on any Security, such mention shall be deemed to include mention of the beneficial owner directly held payment of additional amounts provided for in this Section 4.16 to the Noteextent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.16, and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. Successor Companies SECTION 5.01. When Company, FTL-Cayman or Guarantor Subsidiaries May Merge or Transfer Assets. (a) Neither the Company nor FTL-Cayman shall consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any person, unless: (i) the resulting, surviving or transferee person (if not the Company or FTL-Cayman) shall be a person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (in the case of any such transaction involving the Company) and such person shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the respective obligations of the Company or FTL-Cayman, as the case may be, under the Securities, the FTL-Cayman Guarantee and this Indenture; (ii) immediately prior to and after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee person or any Subsidiary of such person, as a result of such transaction as having been issued by such person or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing; (iii) immediately after giving effect to such transaction, the resulting, surviving or transferee person would be able to issue at least $1.00 of Debt pursuant to Section 4.03(a); orprovided, however, that the Consolidated EBITDA Coverage Ratio of the resulting, surviving or transferee person for the Reference Period shall be calculated on a pro forma basis as if the transaction occurred at the beginning of the Reference Period; (iv) immediately after giving effect to such transaction, the resulting, surviving or transferee person shall have Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company, or FTL-Cayman, as the case may be, prior to such transaction; and (v) the Company, or FTL-Cayman, as the case may be, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; The resulting, surviving or transferee person will be the successor Company or the successor guarantor, as the case may be, and shall succeed to, and be substituted for, and may exercise every right and power of, the Company or FTL-Cayman, as the case may be, under this Indenture, but the predecessor Company or the predecessor guarantor, as the case may be, in the case of a conveyance, transfer or lease shall not be released from the obligation to pay the principal of and interest on the Securities (in the case of the Company) or the obligation to guarantee such payment (in the case of FTL-Cayman).

Payment of Additional Amounts. The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment 10.7.1 All payments of (i) principal, premium, Liquidated Damages premium and interest, if any, with interest in respect to a Note, of the Securities shall be made without withholding or (ii) net proceeds on the sale deduction for any present or exchange of a Note, each after deduction or withholding for or on account of any future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of the government of The Bahamas Cayman Islands, Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax ("FOREIGN TAXES"), except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or - 60 - deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("ADDITIONAL Amounts") as will result in receipt by the Holders of Securities on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Security: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Security and the receipt of payments with respect to such Security or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, will result of such Holder, if compliance is required by such Successor Jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the receipt by rate of, the tax, assessment or other governmental charge and the Company has given the Holders of the amounts at least 30 days' notice that would have been received by them had no Holders will be required to provide such deduction certification, identification or withholding been required; provided, however, that no such Additional Amounts shall be payable other requirement; (ii) in respect of any Note for: (1) any taxsuch taxes, dutyduties, assessment, assessments or other governmental charge which would not have been imposed but for the fact that such Holder: charges with respect to a Security surrendered (aif surrender is required) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the such payment in respect of such Note became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is occurs later, except to the extent that the Holder of such Security would have been entitled to such Additional Amounts if it had presented on surrender of such Note Security for payment on any the last day within of such period of 30 days30-day period; (2iii) any in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Security; (iv) in respect of any tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on any series of Securities or by direct payment by the SecuritiesCompany or the Guarantor in respect of claims made against the Company or the Guarantor; (3v) where such Additional Amount is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the - 61 - ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. For purposes of the provisions described in Clause (i) above, the term "Holder" of any Security means the direct nominee of any beneficial owner of such Security, which holds such beneficial owner's interest in such Security. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in Clause (i) above shall not apply if the provision of information, documentation or other evidence described in such Clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Security (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be, shall promptly provide the Trustee with documentation, if any, (which may consist of certified copies of such documentation) reasonably satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Securities or the Paying Agent, as applicable, upon request therefor. In respect of the Securities issued hereunder, at least 10 days prior to the first date of payment of interest on the Securities and at least 10 days prior to each date, if any, of payment of principal or interest thereafter if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company and the Guarantor shall furnish the Trustee and each Paying Agent with an Officers' Certificate instructing the Trustee and such Paying Agent as to whether such payment of principal of or any interest on such Securities shall be made without deduction or withholding for or on account of any tax, duty, assessment, assessment or other governmental charge charge. If any such deduction or withholding shall be required by the Cayman Islands or Brazil or any Successor Jurisdiction or any authority therein having power to tax, then such certificate shall specify, by country, the amount, if any, required to be deducted or withheld on such payment to Holders of such Securities, and the Company or the Guarantor, as the case may be, (if payment is then due under the Guaranty) shall pay or cause to be paid to the Trustee or such Paying Agent Additional Amounts, if any, required by this Section. The Company and the Guarantor agree to indemnify the Trustee and each Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of - 62 - or in connection with actions taken or omitted by them in reliance on any Officers' Certificate furnished pursuant to this Section, the obligation of the Company and the Guarantor to so indemnify being joint and several. 10.7.2 The Company or the Guarantor, as the case may be, shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed on by the Cayman Islands or Brazil or any other governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Securities or the Guaranty. 10.7.3 The Company or the Guarantor, as the case may be, shall provide each Paying Agent and any withholding agent under relevant tax regulations with copies of each certificate received by the Company or the Guarantor from a Holder that is not the beneficial owner of a Note Security pursuant to the extent text of such Security. Each such Paying Agent and withholding agent shall retain each such certificate received by it for as long as any Security is outstanding and in no event for less than four years after its receipt, and for such additional period thereafter, as set forth in an Officers' Certificate, as such certificate may become material in the administration of applicable tax laws. 10.7.4 In the event that Additional Amounts actually paid with respect to the Securities pursuant to the preceding paragraph are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Securities, and, as a result thereof, such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Securities, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company or the Guarantor. However, by making such assignment, the Holder makes no representation or warranty that the beneficial owner would not have been Company or the Guarantor will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 10.7.5 All references in this Indenture and the Securities to principal, premium or interest in respect of any Security shall be deemed to mean and include all Additional Amounts, if any, payable in respect of such principal, premium or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts had in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. All references in this Indenture and the beneficial owner directly held Securities to principal in respect of any Security shall be deemed to mean and include any Redemption Price or Repurchase Price payable in respect of such Security pursuant to any redemption or repurchase right hereunder (and all such references to the Note; orStated Maturity of the principal in respect of any Security shall be deemed to mean and include the Redemption Date or Repurchase Date with respect to any such Redemption Price or Repurchase Price), and all such references to principal, premium, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7, and express mention of the payment of any Redemption Price or Repurchase Price, or any such other amount in any provision hereof shall not be construed as excluding reference to the payment of any Redemption Price or Repurchase Price, or any such other amounts in those provisions hereof where such express reference is not made.

Payment of Additional Amounts. (a) The Issuers willCompany will make all payments of principal or interest (together with any Arrears of Interest, subject to if applicable), and any other amounts otherwise due and payable under the limitations and exceptions set forth below, pay to each Holder such amounts Notes (the "including any Additional Amounts") as may be necessary in order that every net payment by or deemed payment on behalf of (i) principalthe Company, premiumfree and clear of, Liquidated Damages and interest, if any, with respect to a Note, without withholding or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of of, any and all present and future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of within the government of The Bahamas United Kingdom or any authority therein or thereof or therein having power to taxtax (the “Taxing Jurisdiction”), will unless such withholding or deduction is required by law. In that event, the Company shall pay such amounts (“Additional Amounts”) as shall result in the receipt by the Holders of the Notes of such amounts that as would have been received by them had no such withholding or deduction or withholding been required; providedrequired by law to be made, however, except that no such Additional Amounts shall be payable with respect to any Note: (i) if it is presented for payment by, or on behalf of, a holder or beneficial owner who is liable for such taxes, duties, assessments or governmental charges in respect of any such Note for: (1) any tax, duty, assessment, by reason of his having some current or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some former connection with The Bahamas the United Kingdom other than the mere ownership of, holding (as Holder or receipt beneficial owner) of payment under, such the Note; (bii) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been if it is presented for payment elsewhere; orby, or on behalf of, a holder or beneficial owner who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements that are a precondition for an exemption from, or a reduction in, the relevant taxes, duties, assessments or governmental charges or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in the place where the relevant Note is presented for payment; (ciii) if it is presented such Note (or in respect of which the certificate representing it is presented) for payment more than 30 days after the date on which the payment Relevant Date (as defined in respect of such Note became due and payable or provided for, whichever is later, Section 2.14(b) below) except to the extent that the Holder of it would have been entitled to such Additional Amounts if on presenting it had presented such Note for payment on any day within such period of 30 daysthe thirtieth day; (2iv) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or in respect of any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction required to be withheld or withholding from payments on deducted under sections 1471 through 1474 of the Securities;Internal Revenue Code of 1986, as amended (or any Treasury Regulations or other administrative guidance thereunder); or (3v) any tax, duty, assessment, where such withholding or other governmental charge deduction is imposed on a Holder payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such directive or any agreement between the European Union and any jurisdiction providing for equivalent measures. (b) As used in this Section 2.14, “Relevant Date” in respect of any Note means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is not the beneficial owner of a Note duly given to the extent Holders of Notes that, upon further presentation of the Note being made in accordance with the terms of the Notes, such payment will be made, provided that payment is in fact made upon such presentation. (c) In the beneficial owner would not have been entitled Indenture, any reference to the payment of principal or interest being payable shall be deemed to include Additional Amounts had payable with respect to principal or interest, as the beneficial owner directly held case may be, in the Note; orcircumstances set forth in this Section 2.14, whether or not so stated.

Payment of Additional Amounts. The Issuers will, subject to All payments made by the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment ----------------------------- Issuer under or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, Note or (ii) net proceeds on the sale Notes will be made free and clear of and without withholding or exchange of a Note, each after deduction or withholding for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Authority ("Taxes"), unless the government of The Bahamas Issuer is required to withhold or any authority thereof deduct Taxes by law or therein having power to tax, will result in the receipt by the Holders interpretation or administration thereof. In the event that the Issuer is required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to a Note or Notes, the Issuer will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by the Holder (including Additional Amounts) after such withholding or deduction will equal the amount that the Holder would have received if such Taxes had not been received by them had no such deduction required to be withheld or withholding been requireddeducted; provided, however, provided that no such Additional Amounts shall will be payable in with respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for to a payment made the fact that such HolderHolder to the extent: (a) is a resident, domiciliary that any such Taxes would not have been so imposed but for the existence of any present or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some former connection with The Bahamas between the Holder and the Taxing Authority imposing such Taxes (other than the mere ownership of, or receipt of payment undersuch payment, acquisition, ownership or disposition of such NoteNote or Notes or the exercise or enforcement of rights under such Note or Notes or this Master Loan Agreement); (b) presented of any estate, inheritance, gift, sales, transfer, or personal property Tax imposed with respect to such Note for payment in The Bahamas or any political subdivision thereof or thereinNotes, unless such Note could not have been presented for payment elsewhere; orexcept as otherwise provided herein; (c) presented that any such Note Taxes would not have been so imposed but for the presentation of such Notes (where presentation is required) for payment on a date more than 30 days after the date on which the such payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had the Notes been presented such Note for payment on any date during such 30-day within such period of 30 days;period; or (2d) any estatethat the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, inheritanceif (x) the making of such declaration or claim is required or imposed by statute, gifttreaty, salesregulation, transferruling or administrative practice of the relevant Taxing Authority as a precondition to an exemption from, or similar taxreduction in, assessment the relevant Taxes, and (y) at least 60 days prior to the first payment date with respect to which this clause (d) shall apply, the Issuer shall have notified the Holder in writing that the Holder shall be required to provide such declaration or claim. The Issuer will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer will use its reasonable best efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Issuer will, upon request, make available to the Holder, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer, or if, notwithstanding the Issuer's efforts to obtain such receipts, the same are not obtainable, other evidence of such payments by the Issuer. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Holder an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. The foregoing provisions shall survive any termination of the discharge of this Master Loan Agreement and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein. In addition, the Issuer will pay any stamp, issue, registration, documentary or other governmental charge similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in the United States or any taxespolitical subdivision or taxing authority of or in the foregoing in respect of the creation, dutiesissue, assessments offering, enforcement, redemption or retirement of any Note. Whenever in this Master Loan Agreement or the Notes there is mentioned, in any context, the payment of principal, redemption price, interest or any other governmental charges that are amount payable otherwise than by deduction under or withholding from payments on the Securities; (3) with respect to any taxNote, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner such mention shall be deemed to include mention of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had to the beneficial owner directly held the Note; orextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. ARTICLE ELEVEN

Payment of Additional Amounts. The Issuers will, subject to If the limitations and exceptions set forth below, pay to each Holder such amounts (the "Securities of a particular series provide for payment of Additional Amounts") as may be necessary in order that every net payment or deemed payment , all payments of principal and interest (i) principal, including payments of discount and premium, Liquidated Damages and interest, if any) in respect of the Securities of such series shall be made free and clear of, with respect to a Note, and without withholding or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of within the government of The Bahamas United Kingdom or by or within any political subdivision thereof or any authority therein or thereof or therein having power to taxtax ("United Kingdom Taxes"), unless such withholding or deduction is required by law. In that event the Company shall pay to the Holder such additional amounts ("Additional Amounts") as will result in the receipt by the Holders payment to such Holder of the amounts amount that would otherwise have been received receivable by them had no such deduction Holder in the absence of such withholding or withholding been required; provideddeduction, however, except that no such Additional Amounts shall be payable in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holderpayable: (a) to, or to a Person on behalf of, a Holder who is liable for such United Kingdom Taxes in respect of Securities, by reason of such Holder having some connection with the United Kingdom (including being a resident, domiciliary citizen or resident or national of, or engaged in carrying on a business or maintains maintaining a permanent establishment in, or was being physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas the United Kingdom) other than the mere ownership of, holding of a Security or the receipt of payment underprincipal and interest (including payments of discount and premium, such Note;if any) in respect thereof; or (b) presented such Note for payment in The Bahamas to, or any political subdivision thereof or thereinto a Person on behalf of, unless such Note could not have been presented for payment elsewhere; or a Holder who presents a Security (cwhere presentation is required) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the such Holder would have been entitled to such Additional Amounts if it had presented on presenting such Note Security for payment on any the last day within of such period of 30 days; (2c) any estate, inheritance, gift, sales, transferto, or similar taxto a Person on behalf of, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on a Holder who presents a Security (where presentation is required) in the SecuritiesUnited Kingdom; (3d) any tax, duty, assessmentto, or other governmental charge imposed to a Person on behalf of, a Holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or similar claim for exemption to the relevant tax authority; or (e) to, or to a Person on behalf of, a Holder of a definitive Registered Security issued pursuant to the request of owners representing a majority in outstanding principal amount in the Book-Entry Interest following and during the continuance of an Event of Default if such Holder (or any predecessor Holder) was one of such owners requesting that is definitive Registered Securities be so issued. Such Additional Amounts will also not be payable where, had the beneficial owner of a Note to the extent that Security (or any interest therein) been the beneficial owner Holder of the Security, he would not have been entitled to the payment of Additional Amounts had by reason of any one or more of clauses (a) through (e) above. If the beneficial owner directly held Company shall determine that Additional Amounts will not be payable because of the Note; orimmediately preceding sentence, the Company will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or premium in respect of the Securities shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Securities. At least 10 Business Days prior to the first Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate) the Company will furnish to the Trustee and the Paying Agents an Officers' Certificate instructing the Trustee and the Paying Agents whether payments of principal of or interest on the Securities due on such Interest Payment Date shall be without deduction or withholding for or on account of any United Kingdom Taxes. If any such deduction or withholding shall be required, prior to such Interest Payment Date the Company will furnish the Trustee and the Paying Agents with an Officers' Certificate which specifies the amount, if any, required to be withheld on such payment to Holders and certifies that the Company shall pay such withholding or deduction. The Company covenants to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with actions taken or omitted by the Trustee in reliance on any Officers' Certificate furnished pursuant to this paragraph. Any Officers' Certificate required by this Section 1009 to be provided to the Trustee and any Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such Paying Agent. The Company shall furnish to the Trustee the official receipts (or a certified copy of the official receipts) evidencing payment of United Kingdom Taxes. Copies of such receipts shall be made available to the Holders of the Securities upon request.

Payment of Additional Amounts. All payments in respect of the Securities, including, without limitation, payments of principal, interest, if any, and premium, if any, shall be made by the Issuer without withholding or deduction for or on account of any present or future taxes, duties, levies, or other governmental charges of whatever nature in effect on the date of the Indenture or imposed or established in the future by or on behalf of The Issuers willNetherlands or any authority in The Netherlands ("Taxes"). In the event any such Taxes are so imposed or established, subject to the limitations and exceptions set forth below, Issuer shall pay to each Holder such additional amounts (the "Additional Amounts") as may be necessary in order that every the net payment amounts receivable by each Holder after any payment, withholding or deemed payment deduction in respect of (i) such Taxes shall equal the respective amounts of principal, premium, Liquidated Damages and interest, if any, and premium, if any, which would have been receivable in respect of the Securities in the absence of such payment, withholding or deduction; except that no such Additional Amounts will be payable with respect to a Noteany payment on any Security to, or (ii) net proceeds to a third party on the sale or exchange of behalf of, a Note, each after deduction or withholding Holder for or on account of any taxes, duties, assessments or governmental charges of such Taxes whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed by reason of (i) the Holder being a resident or deemed a resident of The Netherlands or having some connection with The Netherlands (including, but for not limited to, the fact that such Holder: (a) is situation where a resident, domiciliary or national of, or engaged Holder carries on business in business or maintains The Netherlands through a permanent establishment or was physically present in, permanent representative in The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas Netherlands) other than the mere ownership ofholding of such Security or the receipt of principal, interest, if any, or receipt premium, if any, in respect thereof; (ii) the presentation by the Holder of payment under, such Note; (b) presented such Note a Security for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 thirty (30) days after the date on which the such payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; ; (2iii) any estate, inheritance, gift, sales, transfertransfer or personal property tax or any similar tax, assessment or similar governmental charge; (iv) any tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are which is payable otherwise than by deduction or withholding from payments on the Securities; or in respect of any Security; or (3v) any taxcombination of items (i), duty(ii), assessment(iii) or (iv). Furthermore, or other governmental charge imposed no Additional Amounts shall be paid with respect to any payment on a Security to a Holder that is not a fiduciary or partnership or other than the sole beneficial owner of a Note such payment to the extent that the a beneficiary or settlor with respect to such fiduciary or a member of such partnership or beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder. Whenever in this Indenture or the Securities there is a reference, in any context, to the payment of the principal of or interest, if any, on, or in respect of, any Security, such payment shall be deemed to include the payment of Additional Amounts had provided for in this Section to the beneficial owner directly held extent that, in such context, Additional Amounts are, were or would be payable in respect of such payment pursuant to the Note; orprovisions of such Section and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

Payment of Additional Amounts. | The Issuers willCompany shall make all payments of principal and interest in respect of the Notes without withholding or deduction for, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by the United Kingdom or on behalf of the government of The Bahamas any political subdivision or any authority thereof or therein having power to taxtax ("Taxes") with respect to payments of interest and principal on the Notes, will result in the receipt unless such withholding or deduction is required by law or by the Holders of the amounts that would have been received by them had no such deduction official judicial or withholding been requiredadministrative interpretation thereof; provided, however, that if the law of the United Kingdom should require that any payments in respect of the Notes of a series be subject to withholding or deduction with respect to any Taxes imposed or levied by, or on behalf of, such jurisdiction or any authority therein or thereof having power to tax, the Company shall, to the fullest extent then permitted by law, pay such additional amounts as may be necessary in order that the net amounts received by a Holder of Notes of such series who is not resident in the United Kingdom for tax purposes after such withholding or deduction shall equal the respective amounts of principal and interest, if any, that would otherwise have been receivable in respect of the Notes of such series in the absence of such withholding or deduction (the "Additional Amounts"); except that no such Additional Amounts shall be payable in with respect of to any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but of such series presented for the fact that such Holderpayment: (a) by or on behalf of a Holder of a Note (including a beneficial owner) who is a resident, domiciliary or national of, or engaged liable for such Taxes in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has respect of such Note by reason of such Holder having some connection with The Bahamas the United Kingdom other than the mere ownership of, or receipt holding of payment under, such Note; (b) presented where such Note for payment in The Bahamas withholding or any political subdivision thereof or therein, unless such Note deduction could not have been presented avoided by the Holder making a declaration of non-residence or other similar claim for payment elsewhere; orexemption to any authority of or in the United Kingdom; (c) presented such where (in the case of a payment of principal or interest on final redemption) the relevant Note is surrendered for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it such Holder had presented such surrendered the relevant Note for payment on any the last day within of such period of 30 days; (2d) any estate, inheritance, gift, sales, transfer, where such withholding or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (3) any tax, duty, assessment, or other governmental charge is imposed on a Holder that payment to an individual and is not required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the beneficial owner conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (e) where the relevant Note is surrendered for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the extent European Union. If the Directive is promulgated, the Company undertakes to maintain a Paying Agent in a European Union member state that the beneficial owner would will not have been entitled be obliged to withhold or deduct Taxes pursuant to the payment of Directive if such a member state exists. If the Company, or its successor, becomes subject at any time to any taxing jurisdiction other than the United Kingdom, references in this Section to the United Kingdom with respect to Additional Amounts had shall be construed as references to the beneficial owner directly held the Note; orUnited Kingdom and/or such other successor jurisdiction.

Payment of Additional Amounts. The Issuers will, subject to Company and the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment Guarantor shall make all payments of (i) principal, premiuminterest and premium in respect of the Securities (including payments by the Guarantor under the Subordinated Guarantee) free and clear of, Liquidated Damages and interestwithout withholding or deduction for, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed (“Taxes”) imposed, levied, collected, withheld or levied assessed by The Netherlands (if by the Company) or on behalf the Federal Republic of Germany (if by the government of The Bahamas Guarantor) or any political subdivision or any authority thereof or therein having that has power to taxtax (a “Relevant Jurisdiction”), unless the Company or the Guarantor is compelled by law to make such withholding or deduction. In the event of such withholding or deduction, the Company or the Guarantor will result in pay such additional amounts (the receipt by the Holders of the amounts that would have been received by them had no such “Additional Amounts”) as are necessary for each Holder to receive, after deduction or withholding of such Taxes, the full amount that the Holder would have received if no such withholding or deduction had been required; provided, however, provided that no such Additional Amounts shall be payable with respect to such Taxes in respect of any Note foramount payable on any Securities: (1i) any tax, duty, assessment, or other governmental charge to a Holder which would not have been imposed but is liable for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged Taxes in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has respect of such Securities by reason of such Holder having some connection with The Bahamas a Relevant Jurisdiction (as the case may be) other than the mere ownership of, or receipt holding of payment under, such NoteSecurities; (bii) presented to a Holder which would be able to avoid such Note withholding or deduction under the laws of a Relevant Jurisdiction by presenting any form or certificate and/or making a declaration of non-residence or similar claim for exemption or refund but fails to do so after proper notice has been sent to such Holder by the Issuer; (iii) in respect of any deduction or withholding imposed on a payment in The Bahamas to an individual and required to be made pursuant to European Council Directive 2003/48/EC or any political subdivision thereof other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or thereinany law implementing or complying with, unless or introduced in order to conform to, such Note could not have been presented for payment elsewhereDirective; or (civ) presented to a Holder which would have been able to avoid such Note for payment more than 30 days after withholding or deduction by presenting (where presentation is required) the date Security to a Paying Agent in another Member State of the European Union. For purposes of this Indenture, any references to principal of and/or interest on which the payment Securities shall be deemed to include a reference to any relevant premium and/or Additional Amounts payable in respect of such Note became due Securities. In the event that a New Issuer assumes the obligations of the Company pursuant to Section 803 and payable the New Issuer is organized or provided forresident in any jurisdiction other than The Netherlands for tax purposes, whichever is later, except such other jurisdiction will be deemed to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (3) any tax, duty, assessment, or other governmental charge imposed on be a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Note; orRelevant Jurisdiction.

Payment of Additional Amounts. The Issuers willCompany shall, subject to the certain exceptions and limitations and exceptions set forth below, pay to each Holder such additional amounts (the "Additional Amounts") to the Holder of any Security or of any coupon appertaining thereto who is a United States Alien as may be necessary in order that every net payment or deemed payment of (i) principalthe principal of, premium, Liquidated Damages and interest, if any, with respect to a Noteand interest (including original issue discount) on such Security and any other amounts payable on such Security, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxespresent or future tax, duties, assessments assessment or governmental charges charge imposed upon or as a result of whatever nature imposed or levied such payment by or on behalf of the government of The Bahamas United States (or any political subdivision or taxing authority thereof or therein having power to taxtherein), will result not be less than the amount provided for in the receipt by the Holders of the amounts that would have been received by them had no such deduction Security or withholding been required; providedcoupon to be then due and payable. The Company shall not, however, that no such be required to make any payment of Additional Amounts shall be payable in respect of to any Note for: (1) any tax, duty, assessment, such Holder for or other governmental charge which would not have been imposed but for the fact that such Holderon account of: (a) any such tax assessment or other governmental charge that would not have been so imposed but for: (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a residenttrust, domiciliary a partnership or national ofa corporation) and the United States and its possessions, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or presence therein or having, or engaged in business or maintains having had, a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Noteor; (bii) presented the presentation by the Holder of any such Note Security or coupon for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 15 days after the date on which the such payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Note; or

Payment of Additional Amounts. (a) The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment Company shall make all payments of (i) principal, premium, Liquidated Damages and interest, if any, with and interest in respect to a Noteof the Notes free and clear of, and without withholding or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed (“Taxes”) imposed, levied, collected, withheld or levied assessed by or on behalf within Argentina, or any other jurisdiction in which the Company or its Paying Agent make payments, in respect of the government of The Bahamas Notes or by or within any political subdivision thereof or any authority therein or thereof or therein having power to tax, (each, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law. In the event of any such withholding or deduction of Taxes by a Relevant Jurisdiction, the Company will pay to Holders such additional amounts (“Additional Amounts”) as will result in the receipt by the Holders each Holder of the amounts net amount that would otherwise have been received receivable by them had no such deduction Holder in the absence of such withholding or withholding been required; provideddeduction, however, except that no such Additional Amounts shall will be payable payable: (i) in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which Taxes that would not have been imposed so withheld or deducted but for the fact that such Holder: existence of any present or former connection (aincluding, without limitation, a permanent establishment in the Relevant Jurisdiction) between the Holder or beneficial owner of the Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or engaged in business possessor of power over, the Holder or maintains a permanent establishment or was physically present in, The Bahamas or beneficial owner) and any political subdivision thereof or therein Relevant Jurisdiction with the power to levy or otherwise has some connection with The Bahamas impose or assess such Tax, other than the mere holding or ownership of, of such Note or beneficial interest therein or the receipt of payment under, such Notepayments or the enforcement of rights thereunder; (bii) presented such Note for payment in The Bahamas or respect of any political subdivision thereof or therein, unless such Note could Taxes that would not have been so withheld or deducted if the Note had been presented for payment elsewhere; or (c) presented such Note for payment more than within 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the Holder would have been entitled to such Additional Amounts if it had the Note been presented such Note for payment on any the last day within of such period of 30 days30-day period; (2iii) in respect of any Taxes that would not have been so withheld or deducted but for the failure by the Holder or the beneficial owner of the Note to (A) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (B) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with the Relevant Jurisdiction; provided that such declaration or compliance was required by applicable law, regulation, administrative practice or an applicable treaty as a precondition to exemption from all or part of such Taxes and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such requirements; (iv) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges charges; (v) in respect of any Taxes that are payable otherwise other than by deduction or withholding from payments on the SecuritiesNotes; (3vi) in respect of any tax, duty, assessment, or other governmental charge Taxes that would not have been so imposed on if the Holder had presented the Note for payment (where presentation is required and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such presentation) to another Paying Agent; (vii) in respect of any payment to a Holder of a Note that is not a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of a such payment or Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the such beneficiary, settlor, member or beneficial owner directly held been the actual Holder of such Note; and or (viii) in respect of any combination of paragraphs (i) through (vii) above. In the event of any merger or other transaction described and permitted under Article 5, in which the surviving entity is a corporation organized and validly existing under the laws of a country other than Argentina, all references to Relevant Jurisdiction under this Section 4.20 and under Section 3.04 will be deemed, for the avoidance of doubt, to include such country and any political subdivision therein or thereof, law or regulations of such country, and any taxing authority of such country or any political subdivision therein or thereof, respectively. (b) Upon written request from the Trustee, the Company shall furnish to the Trustee documentation reasonably satisfactory to the Trustee, evidencing payment of any Taxes so deducted or withheld. Copies of such documentation will be made available by the Trustee to Holders upon written request to the Trustee. (c) The Company shall promptly pay when due any present or future stamp, issue, registration, court or similar documentary taxes or any other excise or property taxes, charges or similar levies, including interest and penalties, that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction other than a Relevant Jurisdiction, except those resulting from or required to be paid in connection with, the enforcement of such Notes after the occurrence and during the continuance of a Default with respect to the Notes. (d) In the event that the Company pays any Argentine personal asset tax in respect of the Outstanding Notes, the Company hereby waives any right it may have under Argentine law to seek reimbursement from the Holders or the direct owners of the Notes of any such amounts paid.

Payment of Additional Amounts. The All payments by the Issuers will, subject to in respect of the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may Securities shall be necessary in order that every net payment made without withholding or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature whatsoever nature, including penalties, interest and any other liabilities related thereto (“Taxes”), imposed or levied by or on behalf of the government of The Bahamas Netherlands or any relevant jurisdiction or any political subdivision or authority thereof or therein having power to tax, will result in unless the receipt Issuers are compelled by law to deduct or withhold such taxes, duties, assessments or other governmental charges. In such event, the Issuers shall pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders of the Securities after such withholding or deduction shall equal the respective amounts of principal and interest that would have been received by them had no receivable in respect of the Securities in the absence of such deduction withholding or withholding been required; provideddeduction, however, except that no such Additional Amounts shall be payable in respect of any Note for: Security (1i) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment of principal more than 30 60 days after the later of (x) the date on which the such payment in respect of such Note first became due and (y) if the full amount payable has not been received in New York City by the Trustee on or provided forprior to such due date, whichever is laterthe date on which, the full amount having been so received, notice to that effect shall have been given to the Securityholders by the Trustee, except to the extent that the Holder Securityholder would have been entitled to such Additional Amounts if it had presented on presenting such Note Security for payment on the last day of the applicable 60 day period; (ii) if any day tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Securityholder or, if different, the beneficial owner of the interest payable on the Security with a timely request of the Issuers addressed to such Holder to provide information, documents or other evidence con­cerning the nationality, residence, identity or connection with The Netherlands or any relevant jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or admin­istrative practice of The Netherlands or any relevant jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (iii) held by or on behalf of a Securityholder who is liable for Taxes in respect of such Security by reason of having some connection with The Netherlands or any relevant jurisdiction (or any political subdivision or authority thereof) other than the mere purchase, holding or disposition of any Security, or the receipt of principal or interest in respect thereof, including, without limitation, such Securityholder being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (iv) to the extent that such Additional Amounts exceed the Additional Amounts that would have been payable had such Securityholder or beneficial owner of the interest not failed to be a resident of the United States within the meaning of the income tax treaty between the United States and The Netherlands or the United States and any other relevant jurisdiction; (v) to the extent that such period Additional Amounts exceed the Additional Amounts that would have been payable had such Securityholder or beneficial owner of 30 days; the interest (2if such person is a tax-exempt entity) not sold, or agreed to sell, such Security within the three months of the acquisition thereof; or (vi) on account of any estate, inheritance, gift, salessale, transfer, personal property or other similar tax, assessment or other governmental charge charge; and any combination of (i), (ii), (iii), (iv), (v) or (vi), nor shall Additional Amounts be paid with respect to any payment of the principal of, or any taxesinterest on, duties, assessments any Security to any Securityholder who is a fiduciary or partnership or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the sole beneficial owner of a Note such payment to the extent that the a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Securityholder. The Issuers will also (a) make such withholding or deduction compelled by applicable law and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuers will furnish copies of such receipts evidencing the payment of any Taxes so deducted or withheld in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Issuers to the Trustee within 60 days after the date of receipt of such evidence. The Trustee shall make such evidence available to the Holders of Securities upon request. If the Issuers have paid any Additional Amounts had to any Securityholder or, if different, the beneficial owner directly held of the Note; interest and such Person is entitled to a refund of the Tax to which such Additional Amounts are attributable from any competent taxation authority or other governmental authority, then such Person shall (a) as soon as practicable but in any event within 30 days after receiving a written request thereof from the Issuers, comply with any administrative procedure to obtain such refund and (b) upon receipt of such refund promptly pay over such refund to the Issuers. If Additional Amounts are paid to a Securityholder or, if different, the beneficial owner of the interest, and subsequently it is determined that the Securityholder or beneficial owner of the interest was not entitled to such Additional Amounts, then such Securityholder or beneficial owner of the interest shall promptly refund to the Issuers the amount of all such Additional Amounts previously paid to the Securityholder or beneficial owner of the interest. All references herein and in the Securities to the principal of or interest on a Security shall be deemed to include any Additional Amounts payable in connection therewith. The Issuers will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to herein or in the Securities. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Issuers will be obligated to pay Additional Amounts with respect to such payment, the Issuers will deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and shall specify by country the amounts to be payable and will set forth such other information necessary to enable the Trustee and the Paying Agent to pay such Additional Amounts to Holders on the payment date. The Issuers shall indemnify the Trustee and any Paying Agent for, and hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. The obligations of the Issuers under this Section 4.19 shall survive the termination of this Indenture and the payment of all amounts under or with respect to the Securities. The Issuers will not take any voluntary action that results in their obligations to pay Additional Amounts.

Payment of Additional Amounts. If specified pursuant to Section 301, the provisions of this Section 1008 shall be applicable to Securities of any series. The Issuers will, subject to the limitations and exceptions set forth below, Company will pay to each a Holder who is a United States Alien such additional amounts (the "Additional Amounts") as may be necessary in order so that every net payment or deemed payment of principal of (i) principal, and premium, Liquidated Damages and interest, if any) and interest on any Security or of any coupon appertaining thereto, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxespresent or future tax, dutiesassessment or other governmental charge imposed upon such Holder, assessments or governmental charges of whatever nature imposed or levied by or on behalf reason of the government making of The Bahamas such payment, by the United States or any taxing authority thereof or therein having power to taxtherein, will result not be less than the amount provided for in the receipt by the Holders of the amounts that would have been received by them had no such deduction Security or withholding been in such coupon to be then due and payable. The Company shall not be required; provided, however, that no such to make any payment of any Additional Amounts shall be payable in respect of any Note forfor or on account of: (1A) any tax, dutyassessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such holder (or between a fiduciary, assessmentsettlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident or treated as a resident thereof or being or having been engaged in trade or business or present therein, or having or having had a permanent establishment therein, or (ii) the presentation of a Security or any coupon appertaining thereto for payment on a date more than 10 days after the date on which such payment becomes due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (B) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (C) any tax, assessment or other governmental charge imposed by reason of such Holder's past or present status as a passive foreign investment company, a controlled foreign corporation, a personal holding company or foreign personal holding company with respect to the United States, or as a corporation which accumulates earnings to avoid United States Federal income tax; (D) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of (or premium, if any) or interest on, such Security or coupon; (E) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of (or premium, if any) or interest on, any Security or coupon if such payment can be made without withholding by any other paying agent; (F) any tax, assessment or other governmental charge which would not have been imposed but for the fact that failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the Holder or beneficial owner of such Holder: (a) Security or coupon, if such compliance is required by statute or by regulation of the United States Treasury Department as a residentprecondition to relief or exemption from such tax, domiciliary assessment or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Notegovernmental charge; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2G) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge imposed on interest received by (i) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company or (ii) a controlled foreign corporation with respect to the Company within the meaning of the Code; or (H) any taxescombination of items (a), duties(b), assessments (c), (d), (e), (f) and (g); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the sole beneficial owner of such Security or a Note coupon appertaining thereto to the extent that the 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 the payment of such Additional Amounts had the such beneficiary, settlor, member or beneficial owner directly held been the Note; orHolder of the Securities or any coupon appertaining thereto.

Payment of Additional Amounts. (a) The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment Company shall make all payments of (i) principal, premium, Liquidated Damages and interest, if any, with and interest in respect to a Noteof the Notes free and clear of, and without withholding or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed (“Taxes”) imposed, levied, collected, withheld or levied assessed by or on behalf within Argentina, or any other jurisdiction from which the Company or its Paying Agent make payments, in respect of the government of The Bahamas Notes or by or within any political subdivision thereof or any authority therein or thereof or therein having power to tax, (each, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law. In the event of any such withholding or deduction of Taxes by a Relevant Jurisdiction, the Company will pay to Holders such additional amounts (“Additional Amounts”) as will result in the receipt by the Holders each Holder of the amounts net amount that would otherwise have been received receivable by them had no such deduction Holder in the absence of such withholding or withholding been required; provideddeduction, however, except that no such Additional Amounts shall will be payable payable: (i) in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which Taxes that would not have been imposed so withheld or deducted but for the fact that such Holder: existence of any present or former connection (aincluding, without limitation, a permanent establishment in the Relevant Jurisdiction) between the Holder or beneficial owner of the Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or engaged in business possessor of power over, the Holder or maintains a permanent establishment or was physically present in, The Bahamas or beneficial owner) and any political subdivision thereof or therein Relevant Jurisdiction with the power to levy or otherwise has some connection with The Bahamas impose or assess such Tax, other than the mere holding or ownership of, of such Note or beneficial interest therein or the receipt of payment under, such Notepayments or the enforcement of rights thereunder; (bii) presented such Note for payment in The Bahamas or respect of any political subdivision thereof or therein, unless such Note could Taxes that would not have been so withheld or deducted if the Note had been presented for payment elsewhere; or (c) presented such Note for payment more than within 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the Holder would have been entitled to such Additional Amounts if it had the Note been presented such Note for payment on any the last day within of such period of 30 days30-day period; (2iii) in respect of any Taxes that would not have been so withheld or deducted but for the failure by the Holder or the beneficial owner of the Note to (A) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (B) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with the Relevant Jurisdiction; provided that such declaration or compliance was required by applicable law, regulation, administrative practice or an applicable treaty as a precondition to exemption from all or part of such Taxes and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such requirements; (iv) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges charges; (v) in respect of any Taxes that are payable otherwise other than by deduction or withholding from payments on the SecuritiesNotes; (3vi) in respect of any tax, duty, assessment, or other governmental charge Taxes that would not have been so imposed on if the Holder had presented the Note for payment (where presentation is required and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such presentation) to another Paying Agent; (vii) in respect of any payment to a Holder of a Note that is not a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of a such payment or Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (viii) to the extent that the Company has determined based on information obtained directly held from the Noterecipient or from third parties that Taxes are imposed due to the residence of the foreign recipient of the payment in a jurisdiction other than a cooperating jurisdiction (jurisdicción cooperante) or otherwise designated as a non-cooperating jurisdiction (jurisdicción no cooperante), in each case as determined under applicable Argentine law or regulation; or (ix) in respect of any combination of paragraphs (i) through (viii) above. In the event of any merger or other transaction described and permitted under Article 5, in which the surviving entity is a corporation organized and validly existing under the laws of a country other than Argentina, all references to Relevant Jurisdiction under this Section 4.09 and under Section 3.04 will be deemed, for the avoidance of doubt, to include such country and any political subdivision therein or thereof, law or regulations of such country, and any taxing authority of such country or any political subdivision therein or thereof, respectively. (b) Upon written request from the Trustee, the Company shall furnish to the Trustee documentation reasonably satisfactory to the Trustee, evidencing payment of any Taxes so deducted or withheld. Copies of such documentation will be made available by the Trustee to Holders upon written request to the Trustee. (c) The Company shall promptly pay when due any present or future stamp, issue, registration, court or similar documentary taxes or any other excise or property taxes, charges or similar levies, including interest and penalties, that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction other than a Relevant Jurisdiction, except those resulting from or required to be paid in connection with, the enforcement of such Notes after the occurrence and during the continuance of a Default with respect to the Notes. (d) In the event that the Company pays any Argentine personal asset tax in respect of the Outstanding Notes, the Company hereby waives any right it may have under Argentine law to seek reimbursement from the Holders or the direct owners of the Notes of any such amounts paid.

Payment of Additional Amounts. (a) The Issuers willIssuer will pay as additional interest, subject in respect of any payment of principal of or interest on any Note to a registered holder or beneficial owner thereof that, in the limitations and exceptions set forth belowcase of payment by the Issuer, pay to each Holder is not a resident of the jurisdiction of incorporation or residence for tax purposes of the Issuer or any successor entity, or any political subdivision or taxing authority thereof or therein (the “Issuer Jurisdiction”) for purposes of taxation, such additional amounts (the "“Additional Amounts"”) as may be necessary in order so that every the net payment amount received by such registered holder or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange beneficial owner of a Note, each after deduction or withholding for any and all present and future taxes, levies, imposts or on other governmental charges (“Taxes”) whatsoever imposed, assessed, levied or collected by or for the account of any taxes, duties, assessments or governmental charges as a result of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt such payment by the Holders of Issuer Jurisdiction will not be less than the amounts that amount such holder would have received if such Taxes had not been received by them had no such deduction withheld or withholding been requireddeducted; provided, however, that no such the Issuer shall not be required to pay any Additional Amounts shall be payable in respect of any Note forfor or on account of: (1i) any tax, duty, assessment, Any present or other governmental charge which future Tax that would not have been imposed so imposed, assessed, levied or collected but for the fact that such Holder: the registered holder of a Note (a) is or a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or engaging or having been engaged in a trade or business or maintains maintaining or having maintained a permanent establishment or was being or having been physically present in, The Bahamas or any political subdivision thereof or therein in the Issuer Jurisdiction or otherwise has having or having had some connection with The Bahamas the Issuer Jurisdiction other than the mere holding or ownership of, or receipt the collection of payment underprincipal of, such and interest on, a Note; (bii) presented such Note for payment in The Bahamas Any present or any political subdivision thereof or therein, unless such Note could future Tax that would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required in order to receive payment, a Note was presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the such payment in respect of such Note became due and payable or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2iii) any Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment Tax; (iv) Any present or other governmental charge or any taxes, duties, assessments or other governmental charges future Tax that are is payable otherwise than by deduction or withholding from payments on the Securitiesor in respect of a Note; (3v) any taxAny present or future Tax that would not have been so imposed, dutyassessed, assessment, levied or other governmental charge imposed on a Holder that is not collected but for the failure by the registered holder or the beneficial owner of a Note to comply, following a written request addressed to the registered holders, with any certification, identification or other reporting requirements concerning the nationality, residence or identity of such registered holder or beneficial owner or its connection with the Issuer Jurisdiction if compliance is required by statute, regulation or administrative practice of the Issuer Jurisdiction as a condition to relief or exemption from such Tax; (vi) Any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to the European Union Directive on the taxation of savings which was adopted on June 3, 2003 and which implements the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000, or any law implementing or complying with, or introduced in order to conform to, such Directive; (vii) Any withholding or deduction that is imposed on any Note that is presented for payment, where presentation is required, by or on behalf of a registered holder who would have been able to avoid such withholding or deduction by presenting such Note to another paying agent; or (viii) Any combination of Taxes described in (i) through (vii) above; nor will Additional Amounts be paid in respect of any payment in respect of the Notes to any registered holder or beneficial owner of the Notes that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of the Issuer Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner that would not have been entitled to the payment of Additional Amounts such amounts had the such beneficiary, settlor, member or beneficial owner directly held been the Note; orregistered holder of such Notes.

Payment of Additional Amounts. The Issuers will(a) All payments by the Company in respect of the Notes will be made without withholding or deduction for or on account of, subject any present or future taxes, duties, assessments, fees or other governmental charges of whatever nature (and any fines, penalties or interest related thereto) imposed or levied by or on behalf of Peru or any political subdivision or authority of or in Peru having power to tax, or any other jurisdiction in which the limitations and exceptions set forth belowCompany (or its successor) is then organized or resident for tax purposes or any political subdivision thereof or therein (“Relevant Taxes”), unless such withholding or deduction is required by law. In that event, the Company shall pay to each Holder such additional amounts (the "“Additional Amounts"”) as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds made by the Company on the sale or exchange of a Note, each Note after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or Relevant Taxes will not be less than the amount then due and payable on behalf of the government of such Note. The Bahamas or any authority thereof or therein having power foregoing obligation to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such pay Additional Amounts shall be payable will not apply to or in respect of any Note forof: (1i) any tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for the fact that existence of any present or former connection between a Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder: , if such Holder is an estate, a trust, a partnership or a corporation), on the one hand, and Peru, on the other hand (aincluding, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) is being or having been a resident, domiciliary citizen or national ofresident thereof or having been engaged in a trade or business or present therein or having, or engaged in business or maintains having had, a permanent establishment or was physically present intherein), The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of such payment under, such or the ownership or holding of a Note; (bii) presented such Note for payment in The Bahamas any tax, duty, assessment or any political subdivision thereof or therein, unless such Note could other governmental charge which would not have been presented imposed but for the presentation by a Holder for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after the date on which the such payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is occurs later; (iii) any tax, except duty, assessment or other governmental charge to the extent that the Holder such tax, duty, assessment or other governmental charge would not have been entitled imposed but for the failure of a Holder or beneficial owner to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with Peru of such Additional Amounts Holder if it had presented (a) such Note for payment compliance is required or imposed by law as a precondition to exemption from all or a part of such tax, duty, assessment or other governmental charge and (b) at least 30 days prior to the date on any day within which the Company will apply this clause (iii), the Company will have notified all Holders of Notes that some or all Holders of Notes will be required to comply with such period of 30 daysrequirement; (2iv) any estate, inheritance, gift, sales, transfer, excise or personal property or similar tax, assessment or governmental charge; (v) any withholding or deduction imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vi) any tax, duty, assessment or other governmental charge which would have been avoided by such Holder presenting the relevant Note (if presentation is required) or requesting that such payment be made to another paying agent in a member state of the European Union; (vii) any taxestax, dutiesduty, assessments assessment or other governmental charges that are charge which is payable otherwise other than by deduction or withholding from payments of principal of, premium, if any, or interest on the Securities;a Note; or (3viii) any tax, duty, assessment, or other governmental charge imposed combination of the above. (b) No Additional Amounts will be paid with respect to a payment on any Note to a Holder that is not a fiduciary or partnership or other than the sole beneficial owner of a Note such payment to the extent that the a beneficiary or settlor with respect to such fiduciary or a member of such partnership or beneficial owner would not have been entitled to the receive payment of the Additional Amounts had the beneficiary, settlor, member or beneficial owner directly held been the Holder of the Note; . (c) The Company shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, other reasonable documentation) evidencing any payment of Relevant Taxes in respect of which the Company has paid any Additional Amounts. Copies of such documentation will be made available to the Holders of the Notes or the paying agents, as applicable, upon request therefor. (d) All references in this Indenture to principal of, premium, if any, and interest on the Notes will include any Additional Amounts payable by the Company in respect of such principal, such premium, if any, and such interest. The Company shall also pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery, registration or the making of payments in respect of the Notes, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Peru other than those resulting from, or required to be paid in connection with, the enforcement of the Notes following the occurrence of any Default or Event of Default.

Payment of Additional Amounts. The Issuers willUnless the Securities of a particular series otherwise provide, subject to the limitations all payments of principal and exceptions set forth below, pay to each Holder such amounts interest (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment including payments of (i) principal, discount and premium, Liquidated Damages and interest, if any, ) with respect to a Note, or (ii) net proceeds on the sale or exchange Securities of a Noteparticular series shall be made free and clear of, each after and without withholding or deduction or withholding for or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of the government of The Bahamas within a Taxing Jurisdiction or by or within any political subdivision thereof or any authority therein or thereof or therein having power to taxtax ("Gross-Up Taxes"), unless such withholding or deduction is required by law. In the event of any such withholding or deductions, the Company or the Guarantor, as the case may be, shall pay to the Holder of such securities such additional amounts ("Additional Amounts") as will result in the receipt by the Holders payment to such Holder of the amounts amount that would otherwise have been received by them had no due to such deduction Holder in the absence of such withholding or withholding been required; provideddeduction, however, except that no such Additional Amounts shall be payable in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holderpayable: (a) to, or to a person on behalf of, a Holder who is liable for such Gross-Up Taxes with respect to the Securities or any Guarantee, by reason of such Holder having some connection with the relevant Taxing Jurisdiction (including being a resident, domiciliary citizen or resident or national of, or engaged in carrying on a business or maintains maintaining a permanent establishment in, or was being physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas such Taxing Jurisdiction) other than the mere ownership of, holding of a Security or the receipt of payment underprincipal and interest (including payments of discount and premium, such Note;if any) in respect thereof or in respect of the Guarantee; or (b) presented such Note for payment in The Bahamas to, or any political subdivision thereof or thereinto a Person on behalf of, unless such Note could not have been presented for payment elsewhere; or a Holder who presents a Security (cwhere presentation is required) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the such Holder would have been entitled to such Additional Amounts if it had presented on presenting such Note Security for payment on any the last day within of such period of 30 days; (2c) any estate, inheritance, gift, sales, transferto, or similar taxto a Person on behalf of, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securitiesa Holder who presents a Security (where presentation is required) in a Taxing Jurisdiction; (3d) any tax, duty, assessmentto, or other governmental charge imposed to a Person on behalf of, a Holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or similar claim for exemption to the relevant tax authority; or (e) to, or to a Person on behalf of, a Holder of a Registered Security that is not a Global Security issued pursuant to the request of owners representing a majority in Outstanding principal amount of such Securities following and during the continuance of an Event of Default if such Holder (or any predecessor Holder) was one of such owners requesting that such Registered Securities be so issued. Such Additional Amounts will also not be payable where, had the beneficial owner of a Note to the extent that Security (or any interest therein) been the beneficial owner Holder of the Security, he would not have been entitled to the payment of Additional Amounts had by reason of any one or more of clauses (a) through (e) above. If the beneficial owner directly held Company or the Note; orGuarantor, as applicable, shall determine that Additional Amounts will not be payable because of the immediately preceding sentence, the Company or the Guarantor, as applicable, will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or premium in respect of the Securities (or any payments pursuant to any Guarantee) shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Securities. At least 10 Business Days prior to the first Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate) the Company will furnish to the Trustee and any Paying Agent an Officers' Certificate instructing the Trustee and any Paying Agent whether payments of principal of or interest on the Securities due on such Interest Payment Date shall be without deduction or withholding for or on account of any Gross-Up Taxes. If any such deduction or withholding shall be required, prior to such Interest Payment Date the Company will furnish the Trustee and any Paying Agent with an Officers' Certificate which specifies the amount, if any, required to be withheld on such payment to Holders and certifies that the Company shall pay such withholding or deduction. The Company covenants to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with actions taken or omitted by the Trustee in reliance on any Officers' Certificate furnished pursuant to this paragraph. Any Officers' Certificate required by this Section 1009 to be provided to the Trustee and any Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such Paying Agent. The Company shall furnish to the Trustee the official receipts (or a certified copy of the official receipts) evidencing payment of Gross-Up Taxes. Copies of such receipts shall be made available to the Holders of the Securities upon request.

Payment of Additional Amounts. The Issuers will, subject to If the limitations and exceptions set forth below, pay to each Holder such amounts (the "Securities of a particular series provide for payment of Additional Amounts") as may be necessary in order that every net payment or deemed payment , all payments of principal and interest (i) principal, including payments of discount and premium, Liquidated Damages and interest, if any) in respect of the Securities of such series shall be made free and clear of, with respect to a Note, and without withholding or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of within the government of The Bahamas United Kingdom or by or within any political subdivision thereof or any authority therein or thereof or therein having power to taxtax (“United Kingdom Taxes”), unless such withholding or deduction is required by law. In that event the Company shall pay to the Holder such additional amounts (the “Additional Amounts”) as will result in the receipt by the Holders payment to such Holder of the amounts amount that would otherwise have been received receivable by them had no such deduction Holder in the absence of such withholding or withholding been required; provideddeduction, however, except that no such Additional Amounts shall be payable payable: (i) to, or to a Person on behalf of, a Holder who is liable for such United Kingdom Taxes in respect of any Note for: Securities by reason of such Holder having some connection with the United Kingdom (1) any tax, duty, assessment, including being a citizen or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary resident or national of, or engaged in carrying on a business or maintains maintaining a permanent establishment in, or was being physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas the United Kingdom) other than the mere ownership of, holding of a Security or the receipt of payment underprincipal and interest (including payments of discount and premium, such Noteif any) in respect thereof; (bii) presented such Note for payment in The Bahamas to, or any political subdivision thereof or thereinto a Person on behalf of, unless such Note could not have been presented for payment elsewhere; or a Holder who presents a Security (cwhere presentation is required) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is laterRelevant Date, except to the extent that the such Holder would have been entitled to such Additional Amounts if it had presented on presenting such Note Security for payment on any the last day within of such period of 30 days; (2iii) any estate, inheritance, gift, sales, transferto, or similar taxto a Person on behalf of, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on a Holder who presents a Security (where presentation is required) in the Securities;United Kingdom; or (3iv) any tax, duty, assessmentto, or other governmental charge imposed to a Person on behalf of, a Holder that is who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or similar claim for exemption to the relevant tax authority. Such Additional Amounts will also not be payable where, had the beneficial owner of a Note to the extent that Security (or any interest therein) been the beneficial owner Holder of the Security, he or she would not have been entitled to the payment of Additional Amounts had by reason of any one or more of clauses (i) through (iv) above. If the beneficial owner directly held Company shall determine that Additional Amounts will not be payable because of the Note; orimmediately preceding sentence, the Company will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or premium in respect of the Securities shall be deemed also to refer to any Additional Amounts that may be payable as set forth in this Indenture or in the Securities. At least 10 Business Days prior to the first Interest Payment Date (and at least 10 Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), the Company will furnish to the Trustee and the Paying Agents an Officers’ Certificate instructing the Trustee and the Paying Agents whether payments of principal of or interest on the Securities due on such Interest Payment Date shall be without deduction or withholding for or on account of any United Kingdom. If any such deduction or withholding shall be required, prior to such Interest Payment Date, the Company will furnish the Trustee and the Paying Agents with an Officers’ Certificate that specifies the amount, if any, required to be withheld on such payment to Holders and certifies that the Company shall pay such withholding or deduction. The Company covenants to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with actions taken or omitted by the Trustee in reliance on any Officers’ Certificate furnished pursuant to this paragraph. Any Officers’ Certificate required by this Section 1009 to be provided to the Trustee and any Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such Paying Agent. The Company shall furnish to the Trustee the official receipts (or a certified copy of the official receipts) evidencing payment of United Kingdom Taxes. Copies of such receipts shall be made available to the Holders of the Securities upon request.

Payment of Additional Amounts. If with respect to Securities of any series it is specified pursuant to Section 2.5 that this Section 3.9 shall apply to Securities of such series and, as a result, that Section 10.7 shall apply thereto, then all payments in respect of Securities of such series including, without limitation, payments of principal, interest, if any, and premium, if any, shall be made by the Issuer without withholding or deduction for or on account of any present or future taxes, duties, levies, or other governmental charges of whatever nature in effect on the date of the Indenture or imposed or established in the future by or on behalf of The Issuers willNetherlands or any authority in The Netherlands ("Taxes"). In the event any such Taxes are so imposed or established, subject to the limitations and exceptions set forth below, Issuer shall pay to each Holder such additional amounts (the "Additional Amounts") as may be necessary in order that every the net payment amounts receivable by each Holder of a Security of such series after any payment, withholding or deemed payment deduction in respect of (i) such Taxes shall equal the respective amounts of principal, premium, Liquidated Damages and interest, if any, and premium, if any, which would have been receivable in respect of the Securities in the absence of such payment, withholding or deduction; except that no such Additional Amounts will be payable with respect to a Noteany payment on any Security of such series to, or (ii) net proceeds to a third party on the sale or exchange of behalf of, a Note, each after deduction or withholding Holder for or on account of any taxes, duties, assessments such taxes or governmental charges of liabilities whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for by reason of (i) the fact that such Holder: (a) is Holder being a resident, domiciliary resident of The Netherlands or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has having some connection with The Bahamas Netherlands other than the mere ownership ofholding of such Security or the receipt of principal, interest, if any, or receipt premium, if any, in respect thereof; (ii) the presentation by the Holder of payment under, a Security of such Note; (b) presented such Note series for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 thirty (30) days after the date on which the such payment in respect of such Note became due and payable or the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; ; (2iii) any estate, inheritance, gift, sales, transfertransfer or personal property tax or any similar tax, assessment or similar governmental charge; (iv) any tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are which is payable otherwise than by deduction or withholding from payments on the Securities; or in respect of any Security; or (3v) any taxcombination of items (i), duty(ii), assessment(iii) or (iv). Furthermore, or other governmental charge imposed no Additional Amounts shall be paid with respect to any payment on a Security of such series to a Holder that is not a fiduciary or partnership or other than the sole beneficial owner of a Note such payment to the extent that the a beneficiary or settlor with respect to such fiduciary or a member of such partnership or beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of the Security of such series. Whenever in this Indenture or the Securities of any series to which this Section 3.9 is applicable there is a reference, in any context, to the payment of the principal of or interest, if any, on, or in respect of, any Security to which this Section 3.9 is applicable, such payment shall be deemed to include the payment of Additional Amounts had provided for in this Section to the beneficial owner directly held extent that, in such context, Additional Amounts are, were or would be payable in respect of such payment pursuant to the Note; orprovisions of such Section and express mention of the payment of Additional Amounts (if applicable) in any provision hereof or thereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as specifically provided in this Section 3.9 and Section 10.7 with respect to Securities of any series to which such sections are applicable, the Issuer will not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein." (g) With respect to Securities issued on or after the date hereof, the first 25 words of Section 10.7 of the Indenture are hereby deleted and replaced with the following: "If, with respect to Securities of any series it is specified pursuant to Section 2.5 that Section 3.9 and this Section 10.7 shall be applicable to Securities of such series, at any time after the date of issuance of Securities of such series pursuant to this Indenture, as a result of any change in,".

Payment of Additional Amounts. The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the SecuritiesNotes; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Note; or (4) any combination of items (1), (2) and (3).

Payment of Additional Amounts. The Issuers will, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages premium and interest, if any, with respect to a NoteSecurity, or (ii) net proceeds on the sale or exchange of a NoteSecurity, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts -------- ------- shall be payable in respect of any Note Security for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such NoteSecurity; (b) presented such Note Security for payment in The Bahamas or any political subdivision thereof or therein, unless such Note Security could not have been presented for payment elsewhere; or (c) presented such Note Security for payment more than 30 days after the date on which the payment in respect of such Note Security became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the SecuritiesSecurity; (3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the NoteSecurity; or (4) any combination of items (1), (2) and (3).

Payment of Additional Amounts. The Issuers willIf any taxes, subject assessments or other governmental charges are imposed by any jurisdiction where the Company or a successor thereof (a "Payor") is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the limitations and exceptions set forth belowPayor makes a payment on the Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the "Relevant Tax Jurisdiction") in respect of any payments under the Securities, the Payor will pay to each Holder of a Security, to the extent it may lawfully do so, such additional amounts (the "Additional Amounts") as may be necessary in order that every the net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect amounts paid to a Note, or (ii) net proceeds on such Holder will be not less than the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power amount specified in such Security to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no which such deduction or withholding been requiredHolder is entitled; provided, however, that no such the Payor will not be required to make any payment of Additional Amounts shall be payable in respect of any Note forfor or on account of: (1) any Any tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is the existence of any present or former connection between such Holder (or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction other than solely by the holding of Notes or by the receipt of principal or interest in respect of the Notes, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or maintains having or having had a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note the presentation of a Security (where presentation is required) for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after (x) the date on which the such payment in respect of such Note became due and payable or (y) the date on which payment thereof is duly provided for, whichever is lateroccurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to such Additional Amounts if it had the Security been presented for such Note for payment on any 30-day within such period of 30 daysperiod); (2) any Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securitiescharge; (3) any Any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a Note reasonable and timely request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (4) Any tax, assessment or other governmental charge that is payable otherwise than by any deduction or withholding from any payment of the principal of, or any premium or interest on, any Security; (5) Any tax imposed on, or measured by, net income; (6) Any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from any payment of the principal of, or any premium or interest on, any Security, if such payment can be made alternatively at the Holder's option without such deduction or withholding by any other Paying Agent available to such Holder at the same time; or (7) Any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agents, as applicable, upon request therefor. The Company will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the receipt of any payments with respect to the Securities, excluding any such taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Tax Jurisdiction, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities or any other such document or instrument following the occurrence of any Event of Default with respect to the Securities. All references in this Indenture to principal of, premium, if any, and interest on the Securities will include any Additional Amounts had payable by the beneficial owner directly held the Note; orPayor in respect of such principal, such premium, if any, and such interest.

Payment of Additional Amounts. The Issuers willAll payments of principal and interest made by the Issuer in respect of the Notes and made by the Guarantor in respect of the Intercompany Loan, subject and all payments pursuant to the limitations Guarantee, shall be made free and exceptions set forth belowclear of, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment and without withholding or deemed payment of (i) principaldeduction for, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by or on behalf of within the government of The Bahamas British Virgin Islands or Hong Kong or any authority therein or thereof or therein having power to taxtax ("Taxes"), unless such withholding or deduction of such Taxes is required by law or by the interpretation or administration thereof. In that event, the Issuer or the Guarantor, as applicable, shall pay such additional amounts ("Additional Amounts") as will result in the receipt by the Holders holders of the Notes or the Issuer in respect of the Intercompany Loan, as the case may be, of such amounts that as would have been received by them payable to such holders or the Issuer, as the case may be, had no such withholding or deduction or withholding of such Taxes been required; provided, however, except that no such Additional Amounts shall be payable payable: (a) in respect of any such Taxes that would not have been imposed, deducted or withheld but for the existence of any connection between the holder or beneficial owner of a Note or the Guarantee, as the case may be, and the British Virgin Islands or Hong Kong or any political subdivision or any authority thereof or therein or any territory or possession thereof or area subject to its jurisdiction, as the case may be, otherwise than merely holding such Note or the Guarantee or receiving principal or interest in respect thereof; (b) in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been Guarantee presented for payment elsewhere; or (cwhere presentation is required) presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is laterrelevant date, except to the extent that the Holder holder thereof would have been entitled to such Additional Amounts if it had presented such Note on presenting the same for payment on the last day of such 30-day period. For this purpose, the "relevant date" in relation to any day within Note or the Guarantee means (i) the due date for payment thereof and (ii) if the full amount payable on such period due date has not been received in The City of 30 daysNew York by the Trustee on or prior to such due date, the first date on which such full amount has been so received and notice to that effect has been given to the holders of the Notes; (2c) in respect of any such Taxes withheld or deducted from any payment under or with respect to any Note or Guarantee: (i) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive or (ii) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union; (d) in respect of any such Taxes payable otherwise than by deduction or withholding from payments under or with respect to any Note or the Guarantee; (e) in respect of any such Taxes that would not have been so imposed, deducted or withheld if the holder or beneficial owner of a Note or the Guarantee or the beneficial owner of any payment on such Note or the Guarantee had (i) made a declaration of non-residence or any other claim or filing for exemption to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the British Virgin Islands or Hong Kong of such holder or beneficial owner of such Note or the Guarantee (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the British Virgin Islands or Hong Kong as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the British Virgin Islands or Hong Kong, the holder of such Note or the Guarantee at that time has been notified by the Issuer, the Guarantor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (f) in respect of any payment under or with respect to a Note or the Guarantee to any holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, Note or Guarantee, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment, Note or Guarantee would not have been entitled to such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note or Guarantee; (g) in respect of any estate, inheritance, gift, sales, transferexcise, transfer or personal property tax or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;charge; or (3h) any taxcombination of items (a) through (g) above. Whenever there is mentioned, dutyin any context, assessmentthe payment of principal or interest in respect of any Note, the Intercompany Loan or other governmental charge imposed on a Holder that is not the beneficial owner of a Note Guarantee, such mention shall be deemed to the extent that the beneficial owner would not have been entitled to include the payment of Additional Amounts had provided for herein or in the beneficial owner directly held Intercompany Loan, as the Note; orcase may be, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant hereto or in the Intercompany Loan, as the case may be. The foregoing provisions in this Section 3.09 shall apply in the same manner with respect to the jurisdiction in which any successor Person to the Issuer (including any entity substituted in place of the Issuer, or of any previous substituted company, pursuant to Section 3.12) or the Guarantor is organized or any authority therein or thereof having the power to tax (a "Successor Jurisdiction"), substituting such Successor Jurisdiction for the British Virgin Islands or Hong Kong, as the case may be.

Payment of Additional Amounts. The Issuers willAny and all payments to a Noteholder of principal (and premium, subject to if any) and interest in respect of the limitations Notes will be made free and exceptions set forth belowclear of, and without withholding or deduction for, any and all present and future withholding taxes, duties, assessments, levies, imposts or charges ("Taxes") whatsoever imposed by or on behalf of, the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein, unless such Taxes are required by law. In that event, the Company or the Guarantors, as the case may be, shall pay to each Holder such additional amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power to tax, will result in the receipt by the Holders Noteholders of the such amounts that as would have been received by them had if no such withholding or deduction or withholding had been required; provided, however, except that no such Additional Amounts shall be payable in respect of any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such HolderNote: (a) held by, or by a third party on behalf of, a Noteholder which is liable for such Taxes in respect of such Note by reason of its (or a residentfiduciary, domiciliary settlor, member or national shareholder, beneficiary of, or possessor of a power over, such Noteholder, if such Noteholder is an estate, trust, partnership or corporation) having some present or former connection with the Cayman Islands or Brazil (including being or having been a citizen or resident of the Cayman Islands or Brazil or being or having been engaged in trade or business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas therein) other than the mere ownership of, or receipt holding of payment under, such Note;; or (b) presented such where (in the case of a payment of principal, premium, if any, or interest on the Maturity Date or date of earlier redemption) the relevant Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note is surrendered for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the Holder relevant Noteholder would have been entitled to such Additional Amounts if it had presented such surrendered the relevant Note for payment on any the last day within of such period of 30 days;; or (2c) any if such tax is an estate, inheritance, gift, sales, transfer, transfer or personal property tax or any similar tax, assessment assessment, levy, impost or governmental charge; or (d) if such amount is payable other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments a payment on the Securities;such Note or such amount is required to be withheld by a Paying Agent, if such payment can be made without such withholding by any other Paying Agent; or (3e) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner if such Taxes would not have been entitled imposed but for the failure of such Noteholder to comply with applicable certification, information, documentation or other reporting requirements concerning the payment nationality, residence, identity or connection with the Cayman Islands or Brazil of Additional Amounts had the beneficial owner directly held the NoteNoteholder if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such Taxes; or (f) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments or any European Union Directive otherwise implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, any such Directive; or (g) in the case of any combination of Clauses (a) through (f) above.

Payment of Additional Amounts. The Issuers willCompany shall make all payments of principal and interest in respect of the Notes without withholding or deduction for, subject to the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after deduction or withholding for or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed imposed, levied, collected, withheld or levied assessed by the United Kingdom or on behalf of the government of The Bahamas any political subdivision or any authority thereof or therein having power to taxtax (“Taxes”) with respect to payments of interest and principal on the Notes, will result in the receipt unless such withholding or deduction is required by law or by the Holders of the amounts that would have been received by them had no such deduction official judicial or withholding been requiredadministrative interpretation thereof; provided, however, that if the law of the United Kingdom should require that any payments in respect of the Notes of a series be subject to withholding or deduction with respect to any Taxes imposed or levied by, or on behalf of, such jurisdiction or any authority therein or thereof having power to tax, the Company shall, to the fullest extent then permitted by law, pay such additional amounts as may be necessary in order that the net amounts received by a Holder of Notes of such series who is not resident in the United Kingdom for tax purposes after such withholding or deduction shall equal the respective amounts of principal and interest, if any, that would otherwise have been receivable in respect of the Notes of such series in the absence of such withholding or deduction (the “Additional Amounts”); except that no such Additional Amounts shall be payable in with respect of to any Note for: (1) any tax, duty, assessment, or other governmental charge which would not have been imposed but of such series presented for the fact that such Holderpayment: (a) by or on behalf of a Holder of a Note (including a beneficial owner) who is a resident, domiciliary or national of, or engaged liable for such Taxes in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has respect of such Note by reason of such Holder having some connection with The Bahamas the United Kingdom other than the mere ownership of, or receipt holding of payment under, such Note; (b) presented where such Note for payment in The Bahamas withholding or any political subdivision thereof or therein, unless such Note deduction could not have been presented avoided by the Holder making a declaration of non-residence or other similar claim for payment elsewhere; orexemption to any authority of or in the United Kingdom; (c) presented such where (in the case of a payment of principal or interest on final redemption) the relevant Note is surrendered for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it such Holder had presented such surrendered the relevant Note for payment on any the last day within of such period of 30 days; (2d) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the Savings Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; (e) where such taxes, duties, assessments or governmental charges in respect of such Note are estate, inheritance, gift, excise, sales, transfer, personal property or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;; or (3f) any tax, duty, assessmentwhere the relevant Note is surrendered for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union. If the Company, or its successor, becomes subject at any time to any taxing jurisdiction other governmental charge imposed on a Holder that is not than the beneficial owner of a Note United Kingdom, references in this Section to the extent that the beneficial owner would not have been entitled United Kingdom with respect to Additional Amounts shall be construed as references to the payment of Additional Amounts had the beneficial owner directly held the Note; orUnited Kingdom and/or such other successor jurisdiction.

Payment of Additional Amounts. The Issuers will(a) If any taxes, subject assessments or other governmental charges are imposed by the jurisdiction where the Payor is organized or otherwise considered to be a resident for tax purposes, any jurisdiction from or through which the limitations and exceptions set forth belowPayor makes a payment on the Notes, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the "Relevant Tax Jurisdiction") in respect of any payments under the Notes, the Payor will pay to each Holder holder of a Note, to the extent it may lawfully do so, such additional amounts (the "Additional Amounts") as may be necessary in order that every the net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect amounts paid to a Note, or (ii) net proceeds on such holder will be not less than the sale or exchange of a Note, each after deduction or withholding for or on account of any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any authority thereof or therein having power amount specified in such Note to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no which such deduction or withholding been requiredholder is entitled; provided, however, that no such the Payor will not be required to make any payment of Additional Amounts shall be payable in respect of any Note forfor or on account of: (1i) any Any tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for the fact that such Holder: (a) is the existence of any present or former connection between such holder (or between a residentfiduciary, domiciliary settlor, beneficiary, member or national shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or maintains having had a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note; (b) presented such the presentation of a Note (where presentation is required) for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or (c) presented such Note for payment on a date more than 30 days after (x) the date on which the such payment in respect of such Note became due and payable or (y) the date on which payment thereof is duly provided for, whichever is occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2ii) any Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge or any taxescharge; (iii) Any tax, duties, assessments assessment or other governmental charges that are charge which is payable otherwise than by deduction or withholding from payments on payment of principal of, premium, if any, or any interest on, the SecuritiesNotes; (3iv) any Any tax, duty, assessment, assessment or other governmental charge imposed on a Holder that is not imposed or withheld by reason of the failure by the holder or the beneficial owner of a Note to comply with a request of the extent that Payor addressed to the holder to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner would not have been entitled which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to the payment exemption from all or part of Additional Amounts had the beneficial owner directly held the Notesuch tax, assessment or other governmental charge; or (v) Any combination of the above;

Payment of Additional Amounts. The Issuers will, subject Any and all payments to the limitations a Holder of principal (and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any) and interest in respect of the Securities, with respect and any and all payments to indemnify a Note, Holder for taxes or (ii) net proceeds on the sale or exchange duties as a result of a Notesubstitution of the issuer, each after as provided in Section 14.1(a)(ii), will be made free and clear of, and without withholding or deduction or for, any and all present and future withholding for or on account of any taxes, duties, assessments assessments, levies, imposts or governmental charges of whatever nature (“Taxes”) whatsoever imposed or levied by or on behalf of the government of The Bahamas Brazil or Japan or any political subdivision or taxing authority thereof or therein having power to taxtherein, unless such withholding or deduction is required by law. In that event, the Company or the Guarantors, as the case may be, shall pay such additional amounts (the “Additional Amounts”) as will result in the receipt by the Holders of the such amounts that as would have been received by them had if no such withholding or deduction or withholding had been required; provided, however, except that no such Additional Amounts shall be payable in respect of any Note forSecurity: (1i) any tax, duty, assessmentheld by, or other by a third party on behalf of, a Holder which is liable for such taxes, duties, assessments, levies, imposts or governmental charge which would not have been imposed but for the fact that charges in respect of such Holder: Security by reason of its (a) is or a residentfiduciary, domiciliary settlor, member or national shareholder, beneficiary of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) having some present or former connection with Brazil or Japan (including being or having been a citizen or resident of Brazil or Japan or being or having been engaged in trade or business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas therein) other than the mere ownership of, or receipt holding of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhereSecurity; or (cii) presented such Note where (in the case of a payment of principal, premium, if any, or interest on a redemption date) the relevant Security is surrendered for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had presented such Note for payment surrendered the relevant Security on any the last day within of such period of 30 days;; or (2iii) any if such tax is an estate, inheritance, gift, sales, transfer, transfer or personal property tax or any similar tax, assessment assessment, levy, impost or governmental charge; or (iv) if such amount is (a) payable other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments a payment on the Securities;such Security, or (b) required to be withheld by a paying agent and such payment can be made without such withholding by any other paying agent; or (3v) any if such tax, duty, assessment, levy, impost or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled imposed but for the failure of such Holder to comply with applicable certification, information, documentation or other reporting requirements concerning the payment nationality, residence, identity or connection with Brazil or Japan of Additional Amounts had the Holder or beneficial owner directly held the Noteof such Security if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such tax, duty, assessment, levy, impost or governmental charge; or (vi) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 200348/EC of 3 June 2003 on taxation of savings income in the form of interest payments or any European Union Directive otherwise implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, any such Directive; or (vii) in the case of any combination of items (i) through (vi).

Payment of Additional Amounts. The Issuers will, subject to All interest amounts payable in respect of the limitations and exceptions set forth below, pay to each Holder such amounts (the "Additional Amounts") as may Notes shall be necessary in order that every net payment or deemed payment of (i) principal, premium, Liquidated Damages and interest, if any, with respect to a Note, or (ii) net proceeds on the sale or exchange of a Note, each after made without deduction or withholding for or on account of any present or future taxes, duties, assessments duties or governmental charges of whatever any nature whatsoever imposed or levied by way of deduction or withholding by or on behalf of the government of The Bahamas or any authority thereof or therein having power to taxTax Jurisdiction (“Withholding Taxes”), will result in the receipt by the Holders of the amounts that would have been received by them had no unless such deduction or withholding is required by law. In the event of such withholding or deduction on payments of interest (but not in respect of the payment of any principal in respect of the Notes), the Issuer shall, to the fullest extent permitted by law, pay such additional amounts (“Additional Amounts”) as will be necessary in order that the net amounts received by the Holders, after such withholding or deduction for or on account of any Withholding Taxes imposed upon or as a result of such payment by the Tax Jurisdiction, will equal the respective amounts which would otherwise have been requiredreceivable in the absence of such withholding or deduction; provided, however, except that no such Additional Amounts shall be payable in respect on account of any Note fortaxes, duties or governmental charges which: (a) are payable by any person acting as custodian bank or collecting agent on the Holder’s or the beneficial owner’s behalf, or otherwise in any manner which does not constitute a deduction or withholding by the Issuer from payments of interest made by the Issuer; or (b) in the case of U.S. federal income taxes, are imposed on interest received by or on behalf of (1) any a 10-percent shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986 (the “Code”) and the regulations that may be promulgated thereunder) of the Issuer, (2) a controlled foreign corporation that is related to the Issuer within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, duty, assessment, assessment or other governmental charge which would not have been imposed but for the fact that such Holder: ’s or beneficial owner’s status as described in clauses (a1) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt through (3) of payment under, such Note; (b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewherethis paragraph; or (c) would not be payable to the extent such deduction or withholding could be avoided or reduced if the Holder or beneficial owner of the Note (or any financial institution through which the Holder or beneficial owner holds the Notes or through which payment on the Note is made) (i) makes a declaration of non-residence or other similar claim for exemption to the relevant tax authority or complies with any reasonable certification, documentation, information or other reporting requirement imposed by the relevant tax authority or (ii) enters into or complies with any applicable certification, identification, information, documentation, registration, or other reporting requirement or agreement concerning accounts maintained by the Holder or beneficial owner (or such financial institution) or concerning ownership of the Holder or beneficial owner (or financial institution) or concerning such Holder’s or beneficial owner’s (or such financial institution’s) nationality, residence, identity or connection with the jurisdiction imposing such tax; or (d) are payable by reason of the Holder’s or the beneficial owner’s having, or having had, some personal or business connection with the Tax Jurisdiction and not merely by reason of the fact that payments in respect of the Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Tax Jurisdiction; or (e) are presented such Note for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, Relevant Date except to the extent that the Holder or the beneficial owner would have been entitled to such Additional Amounts if it had presented such Note on presenting the same for payment on any the last day within such of the period of 30 days;days assuming that day to have been a Business Day; or (2f) any estateare deducted or withheld by a paying agent from a payment if the payment could have been made by another paying agent without such deduction or withholding; or (g) would not be payable if the Notes had been kept in safe custody with, inheritanceand the payments had been collected by, gift, sales, transfera banking institution; or (h) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of interest becomes due, or similar taxis duly provided for and notice thereof is given in accordance with Section 11.04 of the Base Subordinated Indenture, assessment whichever occurs later. No Additional Amounts or any other amounts will be payable on account of any such withholding or deduction in respect of payments of principal. Moreover, all amounts payable in respect of the Notes shall be made subject to compliance with Sections 1471 through 1474 of the Code, or any regulations or other governmental charge official guidance promulgated thereunder, official interpretations thereof, or any taxesapplicable agreement entered into in connection therewith (including any agreement, dutieslaw, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities; (3) any tax, duty, assessmentregulation, or other governmental charge imposed on official guidance implementing such agreement) (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) and any applicable agreement described in Section 1471(b) of the Code. The Issuer shall have no obligation to pay Additional Amounts or otherwise indemnify a Holder that is not the or beneficial owner of a Note to in connection with any such compliance with the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Note; orCode.