Common use of Payment of Additional Amounts Clause in Contracts

Payment of Additional Amounts. The principal of and interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) 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. “

Payment of Additional Amounts. The Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, all payments of principal of (and premium, if any) and interest and Deferred Interest, if any by or on behalf of the Notes Issuer in respect of any Security will be paid to any holdermade without withholding or deduction for, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever nature, whatever nature imposed or levied by or within Canadaon behalf of the United Kingdom, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application sub-division of, or execution any authority of, or amendment toin, the United Kingdom having power to tax (the “Taxing Jurisdiction”), unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the Issuer will in respect of payments of principal (and premium, if any) and interest and Deferred Interest, if any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (on the “Additional Amounts”) Security as may shall be necessary in order that the net amounts receivable amount received by the holder Holder of the Security after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes Security in the absence of any requirements to make such presented for withholding or deduction. Québec shall notdeduction (“Additional Amounts”), however, be obliged to pay except that no such Additional Amount Amounts shall be payable in relation to any Security: (i1) topresented for payment by, or to on behalf of, a third party Holder who is liable for such taxes, duties or governmental charges in respect of such Security by reason of his having some connection with the Taxing Jurisdiction other than the mere holding of such Security; or (2) presented for payment by, or on behalf of, a holder who is liable would be able to avoid such taxeswithholding or deduction by complying with any statutory requirements (including, dutiesbut not limited to, assessments obtaining and/or presenting any form of certificate) or charges in respect by mailing a declaration or any other statement or claim for exemption (including, but not limited to, a declaration of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canadanonresidence), or ownership as a non-resident of Canada, of such Notebut fails to do so; or or (ii3) presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Holder would have been entitled to such Additional Amounts on presenting the same Security for payment on or before such thirtieth day; day assuming that day to have been a Payment Day. No Additional Amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest, if any, or Deferred Interest, if any on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of (iiior premium, if any, on) or interest, if any, 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 withholding express mention is not made. If the Securities of a series provide for the payment of Additional Amounts as contemplated by Section 3.01(17), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or deduction is imposed 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 individual Officers’ Certificate instructing such Subordinated Trustee whether such payment of principal of (and is premium, if any, on) and interest, if any, and Deferred Interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be made 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 European Council Directive 2003/48/EC 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 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 other law implementing or complying with, or introduced in order to conform to, Paying Agent for such Directive; or (iv) presented for payment by or on behalf series 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. “Securities.

Payment of Additional Amounts. The If the Securities of a particular series provide for payment of Additional Amounts, all payments of principal of and interest (including payments of discount and premium, if any) in respect of the Securities of such series shall be made free and clear of, and without withholding or deduction for or on account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Notes will be paid to United Kingdom or by or within any holder, who as to Canada political subdivision thereof or any province, political subdivision or taxing authority therein or thereof having power to tax ("United Kingdom Taxes"), unless such withholding or deduction is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied required by or within Canada, or any province, political subdivision or taxing authority therein or thereoflaw. If as a result of any change in, or amendment to, or in In that event the official application of, Company shall pay to the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay Holder such additional amounts (the “"Additional Amounts”") as may be necessary will result in order the payment to such Holder of the amount that the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would otherwise have been receivable in respect of the Notes by such Holder in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount Amounts shall be payable: (ia) to, or to a third party Person on behalf of, a holder Holder who is liable to for such taxes, duties, assessments or charges United Kingdom Taxes in respect of such Note Securities, by reason of that person such Holder having some connection with Canada the United Kingdom (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the United Kingdom) other than the mere holding of a Security or use outside Canadathe receipt of principal and interest (including payments of discount and premium, if any) in respect thereof; or (b) to, or ownership as to a non-resident of CanadaPerson on behalf of, of such Note; or a Holder who presents a Security (iiwhere presentation is required) presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof such Holder would have been entitled to such Additional Amounts on presenting the same such Security for payment on or before the last day of such thirtieth day; or period of 30 days; (iiic) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying withto, or introduced to a Person on behalf of, a Holder who presents a Security (where presentation is required) in order to conform the United Kingdom; (d) to, such Directive; or (iv) presented for payment by or to a Person on behalf of of, a holder Holder who would have been able not be liable or subject to avoid such the withholding or deduction by presenting making a declaration of non-residence or similar claim for exemption to the relevant Note tax authority; or (e) to, or to another paying agent a Person on behalf of, a Holder of a definitive Registered Security issued pursuant to the request of owners representing a majority in a Member State 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 definitive Registered Securities be so issued. Such Additional Amounts will also not be payable where, had the beneficial owner of the European UnionSecurity (or any interest therein) been the Holder of the Security, he would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (a) through (e) above. “If the Company shall determine that Additional Amounts will not be payable because of the immediately preceding sentence, the Company will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or 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. The If the Securities of a particular series provide for payment of Additional Amounts, all payments of principal of and interest on (including payments of discount and premium, if any) in respect of the Notes will Securities of such series shall be paid to any holdermade free and clear of, who as to Canada and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever naturewhatever nature imposed, imposed levied, collected, withheld or levied assessed by or within Canada, the United Kingdom or by or within any political subdivision thereof or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof having power to tax ("United Kingdom Taxes"), unless such withholding or deduction is required by law. In the event of any change insuch withholding or deduction, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation Company shall pay to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay relevant Holders such additional amounts (the “"Additional Amounts”") as may be necessary will result in order the payment to such Holders of the amount that the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would otherwise have been receivable in respect of the Notes by such Holders in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount Amounts shall be payable: (ia) to, or to a third party Person on behalf of, a holder Holder who is liable to for such taxes, duties, assessments or charges United Kingdom Taxes in respect of such Note Securities by reason of that person such Holder (or a fiduciary, settlor, beneficiary, member or shareholder or possessor of a power over such Holder, if such Holder is an estate, trust, partnership or corporation) having some connection with Canada the United Kingdom (including but not limited to being a citizen or resident or national or domiciliary of, or carrying on a trade or business or maintaining a permanent establishment in, or being physically present in, the United Kingdom) other than the mere holding of a Security or use outside Canadathe receipt of principal and interest in respect thereof; (b) to, or ownership as to a non-resident of CanadaPerson on behalf of, of such Note; or a Holder who presents a Security (iiwhere presentation is required) presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof such Holder would have been entitled to such Additional Amounts on presenting the same such Security for payment on or before the last day of such thirtieth day; or period of 30 days; (iiic) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying withto, or introduced to a Person on behalf of, a Holder who presents a Security (where presentation is required) in order to conform the United Kingdom; (d) to, such Directive; or (iv) presented for payment by or to a Person on behalf of of, a holder Holder who would have been able not be liable or subject to avoid such the withholding or deduction by presenting making a declaration of non-residence or similar claim for exemption to the relevant Note tax authority or who fails to another paying agent comply with any other certification, filing, identification, information or other reporting requirements if such is a precondition to exemption from, or the reduction in the rate of, deduction or withholding of United Kingdom Taxes; (e) any estate, inheritance, gift, sales, transfer or personal property taxes or any similar taxes, duties, assessments or other governmental charges; or (f) to, or to a Member State Person on behalf of, a Holder in respect of any definitive Registered Security issued pursuant to an Optional Definitive Security Request. Such Additional Amounts will also not be payable where, had the beneficial owner of the European UnionSecurity (or any interest therein) been the Holder of the Security, he would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (a) through (f) above. “If the Company shall determine that Additional Amounts will not be payable because of the immediately preceding sentence, the Company will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or 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 the Trustee's 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 principal Company or, in the case of the Guarantee, the Guarantor, will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be are necessary in order that the net amounts receivable payment by the holder Company or a Paying Agent of the principal of and interest on each of the Notes to a Holder, after such withholding or deduction shall equal solely with respect to any present or future tax, assessment or other governmental charge imposed by Luxembourg, the respective United States or any other jurisdiction in which the Company or the Guarantor or, in each case, any successor thereof (including a continuing Person formed by a consolidation with the Company or Guarantor, into which the Company or Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or the Guarantor) may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts of principal will not apply: (1) to any tax, assessment or interest which other governmental charge that would not have been receivable imposed but for the Holder (or the beneficial owner for whose benefit such H▇▇▇▇▇ holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder, or a person holding a power over an estate or trust administered by a fiduciary Holder, being treated as: (a) being or having been present in, or engaged in a trade or business in, the relevant Taxing Jurisdiction, or having or having had a permanent establishment in such Taxing Jurisdiction; (b) having a current or former connection with the relevant Taxing Jurisdiction (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the enforcement of any rights under the Indenture), including being or having been a citizen of such Taxing Jurisdiction or treated as being or having been a resident thereof; (c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes, a foreign tax exempt organization, or a corporation that has accumulated earnings to avoid United States federal income tax; (d) being or having been a “10-percent shareholder”, as defined in section 871(h)(3) of the Code, or any successor provision, of the Company or the Guarantor; or (e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the absence ordinary course of such withholding its trade or deduction. Québec shall notbusiness, however, be obliged within the meaning of section 881(c)(3) of the Code or any successor provision; (2) to pay such Additional Amount (i) toany Holder that is not the sole beneficial owner of the Notes, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect portion of such Note by reason of that person having some connection with Canada other than the mere holding or use outside CanadaNotes, or ownership as that is a non-resident of Canadafiduciary, of such Note; partnership or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except limited liability company, but only to the extent that a beneficiary or settlor with respect to the holder thereof fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the relevant Taxing Jurisdiction or any taxing authority therein or by an applicable income tax treaty to which the relevant Taxing Jurisdiction is a party as a precondition to exemption from such Additional Amounts on presenting tax, assessment or other governmental charge; (4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the same Company or a Paying Agent from the payment; (5) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (6) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or before such thirtieth day; the date on which payment thereof is duly provided for, whichever occurs later; (7) to any tax assessment or (iii) where such withholding other governmental charge required to be withheld or deduction deducted that is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC sections 1471 through 1474 of the Code (or any amended or successor version of such sections that is substantively comparable and not materially more onerous to comply with), any Treasury Regulations promulgated thereunder, or any other law implementing or complying withofficial interpretations thereof (collectively, “FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or introduced any law, regulation or other official guidance enacted in order any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; (8) to conform to, such Directive; any tax assessment or (iv) presented for payment other governmental charge that is imposed or withheld solely by or on behalf reason of a holder who would have been able change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (9) to avoid such withholding any tax, assessment or deduction other governmental charge that is imposed by presenting the relevant Note to another paying agent in a Member State reason of the European Unionfailure of the beneficial owner to fulfill the statement requirements of section 871(h) or section 881(c) of the Code; (10) to any tax imposed pursuant to section 871(h)(6) or section 881(c)(6) of the Code (or any amended or successor provisions); (11) to any tax imposed pursuant to the Luxembourg law dated 23 December 2005 as amended from time to time; or (12) in the case of any combination of the above clauses (1) through (11) under this Section 1.8. “Except as specifically provided under this Section 1.8, the Company or the Guarantor will not be required to pay additional amounts in respect of any tax, assessment or other governmental charge.

Payment of Additional Amounts. The principal of and interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec Issuer will, subject to its redemption rightsthe limitations and exceptions set forth below, pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary in order that the every net amounts receivable by the holder after such withholding payment or deduction shall equal the respective amounts deemed payment of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) toprincipal, premium, Liquidated Damages and interest, if any, with respect to a Note, or to (ii) net proceeds on the sale or exchange of a third party Note, each after deduction or withholding for or on behalf of, a holder who is liable to such 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 by reason of that person having some connection with Canada other than the mere holding became due and payable or use outside Canadaprovided for, or ownership as a non-resident of Canadawhichever is later, of such Note; or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder would have been entitled to such Additional Amounts on presenting the same 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 before such thirtieth day; 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; (iii3) where such withholding any tax, duty, assessment, or deduction is 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 an individual and is required 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 made payable in respect thereof pursuant to European Council Directive 2003/48/EC 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 any other law implementing or complying withwithholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Securities and, or introduced in order to conform toas a result thereof, such Directive; Holder of Securities is entitled to make a claim for a refund or (iv) presented 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 payment by a refund or on behalf 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 holder who would have been able to avoid such withholding refund or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union. “credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. The If the Securities of a particular series provide for payment of Additional Amounts, all payments of principal of and interest (including payments of discount and premium, if any) in respect of the Securities of such series shall be made free and clear of, and without withholding or deduction for or on account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Notes will be paid to United Kingdom or by or within any holder, who as to Canada political subdivision thereof or any province, political subdivision or taxing authority therein or thereof having power to tax ("United Kingdom Taxes"), unless such withholding or deduction is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied required by or within Canada, or any province, political subdivision or taxing authority therein or thereoflaw. If as a result of any change in, or amendment to, or in In that event the official application of, Company shall pay to the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay Holder such additional amounts (the “"Additional Amounts”") as may be necessary will result in order the payment to such Holder of the amount that the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would otherwise have been receivable in respect of the Notes by such Holder in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount Amounts shall be payable: (i) to, or to a third party Person on behalf of, a holder Holder who is liable to for such taxes, duties, assessments or charges United Kingdom Taxes in respect of such Note Securities by reason of that person such Holder having some connection with Canada the United Kingdom (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the United Kingdom) other than the mere holding of a Security or use outside Canadathe receipt of principal and interest (including payments of discount and premium, or ownership as a non-resident of Canada, of such Note; or if any) in respect thereof; (ii) presented to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required) for payment more than thirty 30 days after the Relevant Date (as defined below) Date, except to the extent that the holder thereof such Holder would have been entitled to such Additional Amounts on presenting the same such Security for payment on or before the last day of such thirtieth day; or period of 30 days; (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying withto, or introduced to a Person on behalf of, a Holder who presents a Security (where presentation is required) in order to conform to, such Directivethe United Kingdom; or or (iv) presented for payment by to, or to a Person on behalf of of, a holder Holder who would have been able not be liable or subject to avoid such the withholding or deduction by presenting making a declaration of non-residence or similar claim for exemption to the relevant Note to another paying agent in a Member State tax authority. Such Additional Amounts will also not be payable where, had the beneficial owner of the European UnionSecurity (or any interest therein) been the Holder of the Security, he or she would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (i) through (iv) above. “If the Company shall determine that Additional Amounts will not be payable because of the immediately preceding sentence, the Company will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or 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 principal (a) All payments by the Company in respect of and interest on the Notes will or the Guarantors in respect of the Note Guaranty shall be paid to any holder, who as to Canada made without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties future taxes, duties, assessments, or other governmental charges of whatsoever nature, whatever nature imposed or levied by or within Canadaon behalf of the Cayman Islands, and/or Brazil, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof in the case of payments under the Notes or any change inother jurisdiction in which any Guarantor is organized having power to tax in the case of payments under the Note Guaranty, unless the Company or the Guarantors are compelled by law to deduct or withhold such taxes, duties, assessments, or in governmental charges. In such event, the official application ofCompany or the Guarantors shall make such deduction or withholding, or execution of, or amendment to, any treaty or treaties affecting taxation make payment of the amount so withheld to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order to ensure that the net amounts receivable by the holder Holders of Notes after such withholding or deduction shall equal the respective amounts of principal or and interest which would have been receivable in respect of the Notes in the absence of such withholding or deductiondeduction (“Additional Amounts”). Québec shall not, however, be obliged to pay No such Additional Amount Amounts shall be payable: (i) to, or to a third party on behalf of, a holder Holder who is liable to for such taxes, duties, assessments or governmental charges in respect of such Note by reason of that person the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the Cayman Islands, and/or Brazil, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having some connection with Canada been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or use outside Canada, or ownership as a non-resident enforcement of Canada, rights and the receipt of such payments with respect to the Note; or ; (ii) presented for payment in respect of Notes surrendered (if surrender is required) more than thirty 30 days after the Relevant Date (as defined below) except to the extent that payments under such Note would have been subject to withholdings and the holder thereof Holder of such Note would have been entitled to such Additional Amounts Amounts, on presenting the same surrender of such Note for payment on or before the last day of such thirtieth day; or period of 30 days; (iii) where such withholding or deduction Additional Amount is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or any European Union Directive on the taxation of savings; (iv) presented with respect to any taxes withheld, deducted or imposed on a payment to an individual and which are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such Directive; (v) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of such Holder’s failure to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, or Brazil, or a successor jurisdiction or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if (1) compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax, as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (2) the Company has given the Holders at least 30 days’ notice that Holders shall be required to provide such certification, identification or other requirement; (vi) in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge; (vii) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Note or by direct payment by the Company or the Guarantors in respect of claims made against the Company or the Guarantors; or (viii) in respect of any combination of the above. (b) No Additional Amounts shall be paid with respect to any payment on behalf a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Cayman Islands, Brazil or any political subdivision thereof to be included in the income, for tax purposes, of a holder beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interestholder in a limited liability company or a beneficial owner who would not have been able entitled to avoid the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder. (c) The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Company nor the Guarantors shall be required to make a payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein. (d) In the event that Additional Amounts actually paid with respect to the Notes 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 deduction by presenting credit of such excess to the relevant Note Company. (e) Any reference in this Indenture or the Notes to another paying agent principal, interest or any other amount payable in a Member State respect of the European Union. “Notes by the Company or the Note Guaranty by the Guarantors shall be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section.

Payment of Additional Amounts. The principal All interest amounts payable in respect of and interest on the Notes will shall be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, made without deduction or withholding for or on account of any present taxes or future taxes, duties or governmental charges of any nature whatsoever nature, imposed or levied by way of deduction or within Canadawithholding by or on behalf of the Tax Jurisdiction (“Withholding Taxes”), unless such deduction or any province, political subdivision withholding is required by law. In the event of such withholding or taxing authority therein or thereof. If as a result deduction on payments of interest (but not in respect of the payment of any change in, or amendment to, or principal in respect of the official application ofNotes), the laws of Canada or Issuer shall, to the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rightsfullest extent permitted by law, pay such additional amounts (the “Additional Amounts”) as may will be necessary in order that the net amounts receivable received by the holder Holders, after such withholding or deduction shall 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 of principal or interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay ; except that no such Additional Amount Amounts shall be payable on account of any taxes, duties or governmental charges which: (a) are payable by any person acting as custodian bank or collecting agent on the Holder’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) 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) to, or to makes a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect declaration of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canadaresidence or other similar claim for exemption to the relevant tax authority or complies with any reasonable certification, of such Note; 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 (c) are payable by reason of the Holder’s having, or having had, some personal or business connection with the Federal Republic of Germany 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 Federal Republic of Germany; or (d) are presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder would have been entitled to such Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Business Day; or (e) are withheld or before such thirtieth day; or (iii) where such withholding or deduction deducted in relation to a Note that is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) presented for payment by or on the Holder’s behalf of a holder who if it would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State member state of the European Union; or (f) are deducted or withheld by the Paying Agent from a payment if the payment could have been made by another paying agent without such deduction or withholding; or (g) would not be payable if the Notes had been kept in safe custody with, and the payments had been collected by, a banking institution; or (h) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of interest becomes due, or is duly provided for and notice thereof is given in accordance with Section 11.04 of the Base Subordinated Indenture, whichever occurs later. Moreover, all amounts payable in respect of the Notes shall be made subject to compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (the “Code”), or any regulations or other official guidance promulgated thereunder, official interpretations thereof, or any applicable agreement entered into in connection therewith (including any agreement, law, regulation, or other official guidance implementing such agreement) (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) and any applicable agreement described in Section 1471(b) of the Code. The Issuer shall have no obligation to pay Additional Amounts or otherwise indemnify a Holder in connection with any such compliance with the Code.

Payment of Additional Amounts. The principal of Unless otherwise required by Bermuda law, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and interest on the Notes will be paid to any holderGuarantees, who as to Canada or any provinceif any, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, future Taxes. In the event that either the Company or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada Guarantor is a party, Québec shall be required to withhold or deduct on account of any taxes or duties Taxes due from any payments due payment made under or with respect to the NotesSecurities or any Guarantees, Québec willas the case may be, subject to its redemption rightsthe Company or such Guarantor, as the case may be, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts receivable amount received by the holder after such withholding or deduction shall each Holder of Securities will equal the respective amounts of principal or interest which amount that the Holder would have received if the Taxes had not been receivable in required to be withheld or deducted; provided that no Additional Amounts will be payable with respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) to, or to a third party on behalf ofpayment made to a Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, a holder who is liable to such taxes, duties, assessments or charges in respect of such Note by reason of that person having some connection with Canada other than the mere holding receipt of the payment, acquisition, ownership or use outside Canadadisposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or ownership this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as a non-resident described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of Canadathe Securities, of such Note; or (ii) presented where presentation is required, for payment on a date more than thirty 30 days after the Relevant Date (as defined below) date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the holder beneficiary or Holder thereof would have been entitled to such Additional Amounts on presenting had the same Securities been presented for payment on any date during such 30-day period; (d) that the Holder would not be liable or before such thirtieth day; or (iii) where subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed on by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a payment precondition to an individual exemption from, or reduction in, the relevant Taxes; and is (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 be made pursuant to European Council Directive 2003/48/EC provide this declaration or claim; (e) any other Taxes imposed under Sections 1471 through 1474 of the Code, any successor law or regulation implementing or complying with, or introduced in order to conform to, such Directivesections or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code; (f) any Taxes imposed on overall net income or any branch profits Taxes; (g) that a beneficiary or settlor with respect to a fiduciary, a member of a partnership or the beneficial owner of the payment would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of a Note in the case of a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment; or (ivh) presented for any combination of the foregoing. 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 on behalf 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 a holder who would have been able such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to avoid such withholding the creation, issue, offering, enforcement, redemption or deduction by presenting the relevant Note to another paying agent in a Member State retirement of the European UnionSecurities 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 an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. The Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, all payments of principal of (and premium, if any) and interest and Deferred Interest, if any by or on behalf of the Notes Issuer or the Guarantor in respect of any Security will be paid to any holdermade without withholding or deduction for, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever nature, whatever nature imposed or levied by or within Canadaon behalf of the United Kingdom or Hong Kong, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application sub-division of, or execution any authority of, or amendment toin, the United Kingdom or Hong Kong having power to tax (the “Taxing Jurisdiction”), unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the Issuer or the Guarantor, as the case may be, will in respect of payments of principal (and premium, if any) and interest and Deferred Interest, if any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (on the “Additional Amounts”) Security as may shall be necessary in order that the net amounts receivable amount received by the holder Holder of the Security after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes Security in the absence of any requirements to make such presented for withholding or deduction. Québec shall notdeduction (“Additional Amounts”), however, be obliged to pay except that no such Additional Amount Amounts shall be payable in relation to any Security: (i1) topresented for payment by, or to a third party on behalf of, a holder Holder who is liable to for such taxes, duties, assessments duties or governmental charges in respect of such Note Security by reason of that person his having some connection with Canada the Taxing Jurisdiction other than the mere holding or use outside Canadaof such Security; or (2) presented for payment by, or ownership as on behalf of, a non-resident Holder who would be able to avoid such withholding or deduction by complying with any statutory requirements (including, but not limited to, obtaining and/or presenting any form of Canadacertificate) or by mailing a declaration or any other statement or claim for exemption (including, but not limited to, a declaration of such Notenonresidence), but fails to do so; or or (ii3) presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Holder would have been entitled to such Additional Amounts on presenting the same Security for payment on or before such thirtieth day; day assuming that day to have been a Payment Day. No Additional Amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest, if any, or Deferred Interest, if any on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of (iiior premium, if any, on) or interest, if any, 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 withholding express mention is not made. If the Securities of a series provide for the payment of Additional Amounts as contemplated by Section 3.01(16), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or deduction is imposed if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest and Deferred Interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer and the Guarantor will furnish the Subordinated Trustee for that series of Securities with an individual Officers’ Certificate instructing such Subordinated Trustee whether such payment of principal of (and is premium, if any, on) and interest, if any, and Deferred Interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be made withheld on such payments to such Holders of Securities and the Issuer or the Guarantor, as the case may be, will pay to the Subordinated Trustee for such series of Securities such Additional Amounts as may be required pursuant to European Council Directive 2003/48/EC the terms applicable to such series. The Issuer and the Guarantor, jointly and severally, covenant to indemnify the Subordinated Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.07 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer and the Guarantor shall survive payment of all of the Securities, the satisfaction and discharge of this Subordinated Indenture, and the resignation or removal of the Subordinated Trustee or any other law implementing or complying with, or introduced in order to conform to, Paying Agent for such Directive; or (iv) presented for payment by or on behalf series 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. “Securities.

Payment of Additional Amounts. The (a) All payments of principal of and interest premium, if any, and interest, if any, on the Notes will all Securities shall be paid to any holder, who as to Canada free and clear of and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever nature, imposed or levied by or within Canadaon behalf of the government of the United Kingdom, any territory of the United Kingdom or any province, political subdivision authority or taxing authority agency therein or thereof having the power to tax (collectively, “Taxes”), except to the extent such Taxes are required to be withheld or deducted by law or by the interpretation or administration thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada Company is a party, Québec shall be so required to withhold or deduct any taxes amount for or duties on account of Taxes from any payments due under payment made in respect of the NotesSecurities, Québec will, subject to its redemption rights, the Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order such that the net amounts receivable amount received by the holder each Holder (including such Additional Amounts), after such withholding or deduction deduction, shall equal not be less than the respective amounts of principal or interest which amount such Holder would have received if the Taxes had not been receivable in withheld or deducted; provided that no Additional Amounts will be payable with respect to Taxes: (1) that would not have been imposed but for the existence of any present or former connection between such Holder or beneficial owner of the Notes in the absence of such withholding Securities (or deduction. Québec shall notbetween a fiduciary, howeversettlor, be obliged to pay such Additional Amount (i) tobeneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a third party on behalf ofcitizen 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; (2) that are estate, a holder who is liable to such inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments or charges in respect other governmental charges; (3) payable other than by withholding from payments of principal of and premium, if any, or interest, if any, on the Securities; (4) that would not have been imposed but for the failure of the applicable recipient of such Note payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (i) such compliance is required by reason of that person having some connection with Canada other than the mere holding applicable law or use outside Canadaadministrative practice or an applicable treaty as a precondition to exemption from, or ownership as a non-resident reduction in, the rate of Canada, deduction or withholding of such Note; or Taxes, and (ii) presented at least thirty (30) days before the first payment date with respect to which such Additional Amounts shall be payable, the Company or the Guarantor, as the case may be, 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 Relevant Date date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later; (as defined below6) except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such withholding or deduction is are imposed on a payment to an individual and is are required to be made pursuant to any European Union Directive on the taxation of savings income relating to the proposal for a directive on the taxation of savings income published by the ECOFIN Council Directive 2003/48/EC on December 13, 2001 or otherwise implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000, or any other law implementing or complying with, or introduced in order to conform to, such Directive; or a directive; (iv7) presented that would not have been imposed if presentation for payment by of the relevant Securities had been made to a paying agent other than the paying agent to which the presentation was made; or (8) any combination of the foregoing clauses (1) through (7); nor shall Additional Amounts be paid with respect to any payment of principal of or premium, if any, or interest, if any, on behalf any Securities to any such Holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of the Security. (b) All references in this Indenture, other than in Articles Twelve or Thirteen, principal of and premium, if any, and 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 to the extent that, in that context, Additional Amounts are, were or would be payable. (c) The Company shall maintain, in respect of Securities of each series outstanding, at least one paying agent located outside the United Kingdom. In the event that a paying agent with respect to Securities of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent particular series is maintained in a Member State any member state of the European Union. , the Company shall maintain a paying agent in at least one member state (other than the United Kingdom) that will not be obliged to withhold or deduct taxes pursuant to any law implementing European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, provided there is at least one member state that does not require a paying agent to withhold or deduct pursuant to such directive. (d) The obligation of the 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 any consolidation, merger, conversion, conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 11.01, the successor Person formed by such consolidation, merger, or conversion, or to which such conveyance, transfer or lease is made is not organized under the laws of the United Kingdom, such successor Person will pay Additional Amounts on the same basis set forth in this Section 4.05, except that references to the “United Kingdom” will be treated as references to both 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 principal (a) All payments by Grupo Aval Limited or Grupo Aval in respect of the Notes or the Guarantees shall be made free and clear of and interest on the Notes will be paid to without any holder, who as to Canada withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties future Taxes, unless the withholding or deduction of whatsoever nature, imposed such Taxes is required by law or levied by or within Canadathe official interpretation thereof, or any province, political subdivision or taxing authority therein or by the administration thereof. If as a result of any change in, Grupo Aval Limited or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec Grupo Aval shall be required by any law of any Taxing Jurisdiction to withhold or deduct any taxes Taxes from or duties from in respect of any payments due sum payable under the NotesNotes or the Guarantees, Québec willGrupo Aval Limited or Grupo Aval, subject to its redemption rightsas the case may be, shall (a) pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by the holder Holders of any Notes after such withholding or deduction shall equal equals the respective amounts of principal or interest which would have been receivable in respect of the Notes by such Holders in the absence of such withholding or deduction. Québec shall not, however(b) make such withholding or deduction, be obliged and (c) pay the full amount withheld or deducted to pay the relevant tax or other authority in accordance with applicable law, except that no such Additional Amount Amounts shall be payable in respect of any Note: (i) to, to the extent that such Taxes are imposed or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect of such Note levied by reason of that person such Holder (or the beneficial owner) having some connection with Canada the Taxing Jurisdiction other than the mere holding (or use outside Canadabeneficial ownership) of such Note or receiving principal or interest payments on the Note (including but not limited to citizenship, nationality, residence, domicile, or ownership as existence of a non-resident business, permanent establishment, a dependant agent, a place of Canada, business or a place of such Note; management present or deemed present in the Taxing Jurisdiction); (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that any Tax is imposed other than by deduction or withholding from payments of principal of or premium, if any, or interest on the holder thereof Notes; (iii) in the event that the Holder (or beneficial owner) fails to comply with any certification, identification or other reporting requirement concerning nationality, residence, identity or connection with the Taxing Jurisdiction if (1) compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or part of the Taxes, and (2) Grupo Aval Limited or Grupo Aval, as the case may be, has given the Holders (or beneficial owners) at least 30 days prior notice that they shall be required to comply with such requirement; (iv) in the event that the Holder fails to surrender (where surrender is required) its Note for payment within 30 days after Grupo Aval Limited or Grupo Aval, as the case may be, has made available a payment of principal or interest, provided that Grupo Aval Limited or Grupo Aval, as the case may be, shall pay Additional Amounts to which a Holder would have been entitled had the Note been surrendered on the last day of such 30-day period; (v) to the extent that such Additional Amounts on presenting the same for payment on Taxes are imposed by reason of an estate, inheritance, gift, personal property, value added, use or before such thirtieth day; sales tax or any similar taxes, assessments or other governmental charges; (iiivi) where such withholding or deduction of Taxes is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive on the taxation of savings implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or ; (ivvii) presented for payment by or on behalf of a holder Holder who would have been able to avoid such withholding or deduction of Taxes by presenting the relevant Note to another paying agent Paying Agent in a Member State member state of the European Union; or (viii) any combination of items (i) through (vii) above. (b) No Additional Amounts shall be paid to a Holder that is a fiduciary or a partnership or not the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or such beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder. (c) Grupo Aval Limited or Grupo Aval, as the case may be, shall provide the Trustee with the official acknowledgment of the relevant Taxing Jurisdiction (or, if such acknowledgment is not available, other reasonable documentation) evidencing any payment of any Taxes in respect of which Grupo Aval Limited or Grupo Aval, as the case may be, has paid any Additional Amounts. “Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agents, as applicable, upon request therefor. (d) Grupo Aval Limited or Grupo Aval, as the case may be, shall also pay any present or future stamp, issue, registration, court or documentary taxes or any excise or property taxes, charges or similar levies (including any penalties, interest and other liabilities relating thereto) which arise in any jurisdiction from the execution, delivery, registration or the making of payments in respect of the Notes and the related Guarantees, excluding any such taxes, charges or similar levies imposed by any jurisdiction that is not a Taxing Jurisdiction other than those resulting from, or required to be paid in connection with, the enforcement of the Notes and the related Guarantees following the occurrence of any Default or Event of Default. (e) All references in this Indenture to principal of and premium, if any, and interest on the Notes shall include any Additional Amounts payable by Grupo Aval Limited or Grupo Aval, as the case may be, in respect of such principal, premium, if any, and interest. (f) At least ten Business Days prior to the first Interest Payment Date (and at least ten Business Days prior to each succeeding Interest Payment Date but only if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), Grupo Aval Limited shall 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 Notes due on such Interest Payment Date shall be without deduction or withholding for or on account of any Taxes. If any such deduction or withholding shall be required, prior to such Interest Payment Date, Grupo Aval Limited shall furnish the Trustee and the Paying Agents with an Officers’ Certificate which specifies the amount, if any, required to be withheld or deducted on such payment to Holders of the Notes and certifies that Grupo Aval Limited shall pay such withholding or deduction amount to the appropriate Taxing Jurisdiction.

Payment of Additional Amounts. The principal of Unless otherwise required by Bermuda law, neither the Company nor any Guarantor will deduct or withhold from payments made with respect to the Securities and interest on the Notes will be paid to any holderGuarantees, who as to Canada or any provinceif any, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, future Taxes. In the event that either the Company or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada Guarantor is a party, Québec shall be required to withhold or deduct on account of any taxes or duties Taxes due from any payments due payment made under or with respect to the NotesSecurities or any Guarantees, Québec willas the case may be, subject to its redemption rightsthe Company or such Guarantor, as the case may be, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts receivable amount received by the holder after such withholding or deduction shall each Holder of Securities will equal the respective amounts of principal or interest which amount that the Holder would have received if the Taxes had not been receivable in required to be withheld or deducted; provided that no Additional Amounts will be payable with respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) to, or to a third party on behalf ofpayment made to a Holder to the extent: (a) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and Bermuda, a holder who is liable to such taxes, duties, assessments or charges in respect of such Note by reason of that person having some connection with Canada other than the mere holding receipt of the payment, acquisition, ownership or use outside Canadadisposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or ownership this Indenture; (b) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as a non-resident described below or as otherwise provided in this Indenture; (c) that any such Taxes would not have been imposed but for the presentation of Canadathe Securities, of such Note; or (ii) presented where presentation is required, for payment on a date more than thirty 30 days after the Relevant Date (as defined below) date on which the payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the holder beneficiary or Holder thereof would have been entitled to such Additional Amounts on presenting had the same Securities been presented for payment on any date during such 30-day period; (d) that the Holder would not be liable or before such thirtieth day; or (iii) where subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed on by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a payment precondition to an individual exemption from, or reduction in, the relevant Taxes; and is (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 be made pursuant to European Council Directive 2003/48/EC provide this declaration or claim; (e) any other Taxes imposed under Sections 1471 through 1474 of the Code, any successor law or regulation implementing or complying with, or introduced in order to conform to, such Directivesections or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code; (f) any Taxes imposed on overall net income or any branch profits Taxes; (g) that a beneficiary or settlor with respect to a fiduciary, a member of a partnership or the beneficial owner of the payment would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of a Note in the case of a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment; or (ivh) presented for any combination of the foregoing. 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 on behalf 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 a holder who would have been able such payments. In addition, the Company or any Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in Bermuda or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to avoid such withholding the creation, issue, offering, enforcement, redemption or deduction by presenting the relevant Note to another paying agent in a Member State retirement of the European UnionSecurities or Guarantees. “At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

Payment of Additional Amounts. The Any and all payments to a Holder of principal of (and premium, if any) and interest on in respect of the Notes Notes, and any and all payments to indemnify a Holder for taxes or duties as a result of a substitution of the issuer, as provided in Section 14.1(a)(2), will be paid to made free and clear of, and without withholding or deduction for, any holderand all present and future withholding taxes, who as to Canada duties, assessments, levies, imposts or charges (“Taxes”) whatsoever imposed by or on behalf of, Luxembourg, Brazil, Peru or any province, political subdivision or taxing authority therein thereof or thereof therein, unless such withholding or deduction is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied required by or within Canada, or any province, political subdivision or taxing authority therein or thereoflaw. If as a result of any change in, or amendment to, or in the official application ofIn that event, the laws of Canada Issuer or a Guarantor, as the regulations of any taxing authority therein or thereof or any change incase may be, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary will result in order that the net amounts receivable receipt by the holder after Holders of such amounts as would have been received by them if no such withholding or deduction had been required, except that no such Additional Amounts shall equal the respective amounts of principal or interest which would have been receivable be payable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount any Note: (i1) toheld by, or to by a third party on behalf of, a holder who Holder or beneficial owner which is liable to for such taxes, duties, assessments assessments, levies, imposts or governmental charges in respect of such Note by reason of that person its (or a fiduciary, settlor, member or shareholder, beneficiary of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) having some present or former connection with Canada Luxembourg, Brazil or Peru (including being or having been a citizen or resident of Luxembourg, Brazil or Peru or being or having been engaged in trade or business therein) other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (2) where (in the case of a payment of principal, premium, if any, or (iiinterest on the Maturity Date or date of earlier redemption) presented the relevant Note is surrendered for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Holder would have been entitled to such Additional Amounts if it had surrendered the relevant Note on presenting the same for payment on last day of such period of 30 days; or (3) if such Tax is an estate, inheritance, gift, sales, transfer or before personal property tax or any similar Tax, assessment, levy, impost or governmental charge; or (4) if such thirtieth day; or amount is (iiia) where such payable other than by withholding or deduction is imposed on from a payment to an individual and is on such Note, or (b) required to be made pursuant to European Council Directive 2003/48/EC withheld or any other law implementing or complying with, or introduced in order to conform to, deducted by a Paying Agent and such Directive; or (iv) presented for payment by or on behalf Holder of a holder who Note would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State Paying Agent; or (5) if such Tax, 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 reporting requirements concerning the nationality, residence, identity or connection with Luxembourg, Brazil or Peru of the European Union. “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 part of such tax, duty, assessment, levy, impost or governmental charge 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 or beneficial owner of a Note that it will be required to comply with such requirement; or (6) in the case of any combination of items (1) through (5).

Payment of Additional Amounts. The All payments of principal of and interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable made by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable Issuer in respect of the Notes and made by the Guarantor in respect of the absence of such Intercompany Loan, and all payments pursuant to the Guarantee, shall be made free and clear of, and without withholding or deduction. Québec shall notdeduction for, however, be obliged to pay such Additional Amount (i) to, or to a third party on behalf of, a holder who is liable to such any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the British Virgin Islands or Hong Kong or any authority therein or thereof having power to tax ("Taxes"), unless such withholding or deduction of such Taxes is required by 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 receipt by the holders of the Notes or the Issuer in respect of such Note by reason of that person having some connection with Canada other than the mere holding or use outside CanadaIntercompany Loan, or ownership as a non-resident of Canadathe case may be, of such Note; amounts as would have been payable to such holders or the Issuer, as the case may be, had no such withholding or deduction of such Taxes been required, except that no such Additional Amounts shall be payable: (iia) 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 or the Guarantee presented for payment (where presentation is required) more than thirty 30 days after the Relevant Date (as defined below) relevant date, except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on the last day of such 30-day period. For this purpose, the "relevant date" in relation to any Note or before the Guarantee means (i) the due date for payment thereof and (ii) if the full amount payable on such thirtieth day; due date has not been received in The City of New York by the Trustee on or prior to such due date, the first date on which such full amount has been so received and notice to that effect has been given to the holders of the Notes; (iiic) 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 Directive 2003/48/EC meeting of November 26- 27, 2000 or any other law implementing or complying with, or introduced in order to conform to, such Directive; Directive or (ivii) 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, excise, transfer or personal property tax or similar tax, assessment or governmental charge; or (h) any combination of items (a) through (g) above. “Whenever there is mentioned, in any context, the payment of principal or interest in respect of any Note, in respect of the Intercompany Loan or in respect of the Guarantee, such mention shall be deemed to include the payment of Additional Amounts provided for herein or in the Intercompany Loan, as the case may be, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant hereto or in the Intercompany Loan, as the case may be. The foregoing provisions in this Section 3.09 shall apply in the same manner with respect to the 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 principal All interest amounts payable in respect of and interest on the Notes will shall be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, made without deduction or withholding for or on account of any present taxes or future taxes, duties or governmental charges of any nature whatsoever nature, imposed or levied by way of deduction or within Canadawithholding by or on behalf of the Tax Jurisdiction (“Withholding Taxes”), unless such deduction or any province, political subdivision withholding is required by law. In the event of such withholding or taxing authority therein or thereof. If as a result deduction on payments of interest (but not in respect of the payment of any change in, or amendment to, or principal in respect of the official application ofNotes), the laws of Canada or Issuer shall, to the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rightsfullest extent permitted by law, pay such additional amounts (the “Additional Amounts”) as may will be necessary in order that the net amounts receivable received by the holder Holders, after such withholding or deduction shall 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 of principal or interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay ; except that no such Additional Amount Amounts shall be payable on account of any taxes, 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) 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, assessment or other governmental charge would not have been imposed but for the Holder’s or beneficial owner’s status as described in clauses (1) through (3) of this 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) to, or to makes a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect declaration of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canadaresidence or other similar claim for exemption to the relevant tax authority or complies with any reasonable certification, of such Note; 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 for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder or the beneficial owner would have been entitled to such Additional Amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Business Day; or (f) are deducted or before withheld by a paying agent from a payment if the payment could have been made by another paying agent without such thirtieth daydeduction or withholding; or (g) would not be payable if the Notes had been kept in safe custody with, and the payments had been collected by, a banking institution; or (h) are payable by reason of a change in law or (iii) where practice that becomes effective more than 30 days after the relevant payment of interest becomes due, or is duly provided for and notice thereof is given in accordance with Section 11.04 of the Base Subordinated Indenture, whichever occurs later. No Additional Amounts or any other amounts will be payable on account of any such withholding or deduction is imposed on a payment to an individual and is required to in respect of payments of principal. Moreover, all amounts payable in respect of the Notes shall be made pursuant subject to European Council Directive 2003/48/EC compliance with Sections 1471 through 1474 of the Code, or any regulations or other law implementing or complying withofficial guidance promulgated thereunder, official interpretations thereof, or introduced any applicable agreement entered into in order connection therewith (including any agreement, law, regulation, or other official guidance implementing such agreement) (commonly referred to conform to, such Directive; as the “Foreign Account Tax Compliance Act” or (iv“FATCA”) 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 and any applicable agreement described in a Member State Section 1471(b) of the European UnionCode. “The Issuer shall have no obligation to pay Additional Amounts or otherwise indemnify a Holder or beneficial owner in connection with any such compliance with the Code.

Payment of Additional Amounts. The Company will make all payments of principal of of, and premium (if any) and interest on on, the Notes will be paid to any holderwithout withholding or deduction for, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever nature, whatever nature imposed or levied by or within CanadaLuxembourg, any jurisdiction in which ArcelorMittal is resident for tax purposes or, in the case of a successor entity, any jurisdiction in which such successor entity is organized or resident for tax purposes (or any province, political subdivision or taxing authority therein thereof or thereoftherein) (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. If as a result of In the event that any change in, such withholding or amendment to, or in the official application ofdeduction is so required, the laws of Canada or the regulations of any taxing authority therein or thereof Company or any change insuccessor entity, as the case may be, will make such deduction or in withholding, make payment of the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation amount so withheld to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, appropriate governmental authority and will pay such additional amounts (the “Additional Amounts”) as may be necessary that will result in order that the net amounts receivable receipt by the holder after Holders of such amounts that would have been received by such Holders had no such withholding or deduction shall equal been required by the respective amounts of principal Relevant Jurisdiction, except that no Additional Amounts will be payable: (a) for or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount on account of: (i) toany tax, duty, assessment or to other governmental charge that would not have been imposed but for: (A) the existence of any present or former connection between the Holder or beneficial owner of such Note, as the case may be, and the Relevant Jurisdiction including, without limitation, such Holder or beneficial owner being or having been a third party on behalf ofcitizen or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, a holder who is liable to other than merely holding such taxes, duties, assessments Note or charges in respect the receipt of payments thereunder; (B) the presentation of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (iiwhere presentation is required) presented for payment more than thirty 30 days after the Relevant Date later of the date on which the payment of the principal of, or premium (as defined belowif any) or interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the holder Holder thereof would have been entitled to such Additional Amounts on presenting the same if it had presented such Note for payment on any date within such 30-day period; (C) the failure of the Holder or before beneficial owner to comply with a timely and reasonable request of the Company or any successor entity addressed to the Holder or beneficial owner, as the case may be, to provide information, documentation and certification concerning such thirtieth dayHolder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would under applicable law, regulation or administrative practice have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; or (D) the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (ii) any estate, inheritance, gift, sale, transfer, excise or personal property or similar tax, assessment or other governmental charge; (iii) where any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (i) and (ii); or (b) with respect to any payment of the principal of, or premium (if any) or interest on, such withholding Note to a Holder who is a fiduciary, partnership or deduction is imposed on a Person other than the sole beneficial owner of any payment to an individual and is the extent that such payment would be required to be made pursuant included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to European Council Directive 2003/48/EC or any other law implementing or complying withthe fiduciary, or introduced a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, or beneficial owner been the Holder thereof. Whenever there is mentioned in order to conform toany context the payment of principal of, and any premium or interest on, any Note, such Directive; mention will be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or (iv) 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 be payable in a Member State of the European Union. “respect thereof.

Payment of Additional Amounts. The Company will pay to the Holder of any Security such additional amounts as may be necessary in order that every net payment of the principal of and interest on the Notes will be paid to any holder, who as to Canada such Security after deduction or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction other withholding for or on account of any present taxes or duties future tax, assessment, or other governmental charge of any nature whatsoever natureimposed, imposed levied or levied collected by or within Canadaon behalf of the country in which FTL-Cayman is organized, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change intherein having power to tax, or will not be less than the amount provided for in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation such Security to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments then due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall notand payable; provided, however, be obliged that the foregoing obligation to pay such Additional Amount additional amounts will not apply on account of any tax, assessment, or other governmental charge which is payable (i) otherwise than by deduction or withholding from payments of principal of or interest on such Security; or (ii) by reason of such Holder, or a person on behalf of such Holder, having, or having had, some personal or business connection with the country in which FTL-Cayman is organized other than the mere receipt of such payment or the ownership or holding of a Security; or (iii) to, or to a third party person on behalf of, a holder Holder who presents a Security where presentation is liable to such taxes, duties, assessments required for payment more than 30 days after the relevant date for payment of principal or charges interest in respect of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) Security except to the extent that the holder thereof such Holder would have been entitled to such Additional Amounts additional amounts on presenting the same such Security for payment on or before the last day of such thirtieth day; or (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directiveperiod of 30 days; or (iv) presented for payment by reason of any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar assessment or governmental charge; or (v) as a result of the failure of a -49- 55 Holder, or a person on behalf of such Holder, to satisfy any statutory requirements or make a holder declaration of nonresidence or other similar claim for exemption to the relevant tax authority; or (vi) owing to any combination of clauses (i) through (v) above. No additional amounts will be paid as provided above with respect to any payment of principal of or interest on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the 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 any principal of or interest on any Security, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section 4.16 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 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 avoid such withholding or deduction by presenting issue at least $1.00 of Debt pursuant to Section 4.03(a); provided, however, that the relevant Note to another paying agent in a Member State Consolidated EBITDA Coverage Ratio of the European Union. “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 All payments of principal of and interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable made by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable Issuer in respect of the Notes and made by the Guarantor in respect of the absence of such Intercompany Loan, and all payments pursuant to the Guarantee, shall be made free and clear of, and without withholding or deduction. Québec shall notdeduction for, however, be obliged to pay such Additional Amount (i) to, or to a third party on behalf of, a holder who is liable to such any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the British Virgin Islands or Hong Kong or any authority therein or thereof having power to tax ("Taxes"), unless such withholding or deduction of such Taxes is required by 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 receipt by the holders of the Notes or the Issuer in respect of such Note by reason of that person having some connection with Canada other than the mere holding or use outside CanadaIntercompany Loan, or ownership as a non-resident of Canadathe case may be, of such Note; amounts as would have been payable to such holders or the Issuer, as the case may be, had no such withholding or deduction of such Taxes been required, except that no such Additional Amounts shall be payable: (iia) 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 or the Guarantee presented for payment (where presentation is required) more than thirty 30 days after the Relevant Date (as defined below) relevant date, except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on the last day of such 30-day period. For this purpose, the "relevant date" in relation to any Note or before the Guarantee means (i) the due date for payment thereof and (ii) if the full amount payable on such thirtieth day; due date has not been received in The City of New York by the Trustee on or prior to such due date, the first date on which such full amount has been so received and notice to that effect has been given to the holders of the Notes; (iiic) 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 other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; Directive or (ivii) 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, excise, transfer or personal property tax or similar tax, assessment or governmental charge; or (h) any combination of items (a) through (g) above. “Whenever there is mentioned, in any context, the payment of principal or interest in respect of any Note, the Intercompany Loan or the Guarantee, such mention shall be deemed to include the payment of Additional Amounts provided for herein or in the Intercompany Loan, as the case may be, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant hereto or in the Intercompany Loan, as the case may be. The foregoing provisions in this Section 3.09 shall apply in the same manner with respect to the 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 principal All payments of and principal, premium (if any) or interest on (if any) by the Notes Company with respect to the Securities will be paid to made after any holder, who as to Canada deduction or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction withholding for or on account of any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever nature, whatever nature imposed or levied by or within Canada, on behalf of the government of the ROC or any province, political subdivision authority thereof or taxing authority therein having power to tax; provided that with respect to any such deduction or thereof. If withholding from any such payment the Company will pay such Additional Amounts as a will result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable receipt by the holder after such withholding or deduction shall equal Holders of the respective amounts of principal or interest which would have been receivable in respect of the Notes in the absence of any such withholding or deduction. Québec , except that no Additional Amounts shall not, however, be obliged payable with respect to pay such Additional Amount any Securities: (i) to, to a Holder (or to a third party on behalf of, of a holder Holder) who is liable subject to such taxes, duties, assessments or charges in Additional Amounts with respect of to such Note Securities by reason of that person having some connection his being connected with Canada other the ROC otherwise than by merely holding such Securities or by the mere holding receipt of principal, premium (if any) or use outside Canada, or ownership as a non-resident of Canada, of such Noteinterest (if any) with respect to any Securities; or or (ii) presented for payment more than thirty 30 days after the Relevant Date relevant date (as defined belowin the form of Security hereinbefore set forth) except to the extent that the holder Holder thereof would have been entitled to such Additional Amounts Amount on presenting the same for payment on the last day of such 30-day period. References to principal, premium (if any) or before such thirtieth day; or interest (iiiif any) where such withholding or deduction is imposed on a payment with respect to an individual and is required the Securities shall be deemed also to refer to any Additional Amounts which may be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) 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. “payable as set forth above.

Payment of Additional Amounts. The principal All payments by the Issuers in respect of and interest on the Notes will Securities shall be paid to any holder, who as to Canada made without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties future taxes, duties, assessments or other governmental charges of whatsoever nature, including penalties, interest and any other liabilities related thereto (“Taxes”), imposed or levied by or within Canada, on behalf of The Netherlands or any province, relevant jurisdiction or any political subdivision or taxing authority thereof or therein having power to tax, unless the Issuers are compelled by law to deduct or thereofwithhold such taxes, duties, assessments or other governmental charges. If as a result of any change in, or amendment to, or in the official application ofIn such event, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec Issuers shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts receivable received by the holder Holders of the Securities after such withholding or deduction shall equal the respective amounts of principal or and interest which that would have been receivable in respect of the Notes Securities in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount (i) to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges Amounts shall be payable in respect of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or any Security (iii) presented for payment of principal more than thirty 60 days after the Relevant Date later of (as defined belowx) the date on which such payment first became due and (y) if the full amount payable has not been received in New York City by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Securityholders by the Trustee, except to the extent that the holder thereof Securityholder would have been entitled to such Additional Amounts on presenting the same such Security for payment on the last day of the applicable 60 day period; (ii) if any tax, assessment or before 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 thirtieth dayHolder 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; or (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) presented for payment held by or on behalf of a holder 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 able payable had such Securityholder or beneficial owner of the interest not failed to avoid 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 Additional Amounts exceed the Additional Amounts that would have been payable had such Securityholder or beneficial owner of the interest (if 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, sale, transfer, personal property or other similar tax, assessment or other governmental charge; and any combination of (i), (ii), (iii), (iv), (v) or (vi), nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security to any Securityholder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that 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 presenting applicable law and (b) remit the full amount deducted or withheld to the relevant Note 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 another paying agent in a Member State 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 to any Securityholder or, if different, the beneficial owner of the European Unioninterest 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. The (a) All payments of principal of and interest premium, if any, and interest, if any, on the Notes will all Securities shall be paid to any holder, who as to Canada free and clear of and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever nature, imposed or levied by or within Canadaon behalf of the government of the United Kingdom, any territory of the United Kingdom or any province, political subdivision authority or taxing authority agency therein or thereof having the power to tax (collectively, “Taxes”), except to the extent such Taxes are required to be withheld or deducted by law or by the interpretation or administration thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada Company is a party, Québec shall be so required to withhold or deduct any taxes amount for or duties on account of Taxes from any payments due under payment made in respect of the NotesSecurities, Québec will, subject to its redemption rights, the Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order such that the net amounts receivable amount received by the holder each Holder (including such Additional Amounts), after such withholding or deduction deduction, shall equal not be less than the respective amounts of principal or interest which amount such Holder would have received if the Taxes had not been receivable in withheld or deducted; provided that no Additional Amounts will be payable with respect to Taxes: (1) that would not have been imposed but for the existence of any present or former connection between such Holder or beneficial owner of the Notes in the absence of such withholding Securities (or deduction. Québec shall notbetween a fiduciary, howeversettlor, be obliged to pay such Additional Amount (i) tobeneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a third party on behalf ofcitizen 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; (2) that are estate, a holder who is liable to such inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments or charges in respect other governmental charges; (3) payable other than by withholding from payments of principal of and premium, if any, or interest, if any, on the Securities; (4) that would not have been imposed but for the failure of the applicable recipient of such Note payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (i) such compliance is required by reason of that person having some connection with Canada other than the mere holding applicable law or use outside Canadaadministrative practice or an applicable treaty as a precondition to exemption from, or ownership as a non-resident reduction in, the rate of Canada, deduction or withholding of such Note; or Taxes, and (ii) presented at least thirty (30) days before the first payment date with respect to which such Additional Amounts shall be payable, the Company or the Guarantor, as the case may be, 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 Relevant Date date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later; (as defined below6) except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such withholding or deduction is are imposed on a payment to an individual and is are required to be made pursuant to any European Union Directive on the taxation of savings income relating to the proposal for a directive on the taxation of savings income published by the ECOFIN Council Directive 2003/48/EC on December 13, 2001 or otherwise implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000, or any other law implementing or complying with, or introduced in order to conform to, such Directive; or a directive; (iv7) presented that would not have been imposed if presentation for payment by of the relevant Securities had been made to a paying agent other than the paying agent to which the presentation was made; or (8) any combination of the foregoing clauses (1) through (7); nor shall Additional Amounts be paid with respect to any payment of principal of or premium, if any, or interest, if any, on behalf any Securities to any such Holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of the Security. (b) All references in this Indenture, other than in Articles Twelve or Thirteen, to the payment of principal of and premium, if any, and 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 to the extent that, in that context, Additional Amounts are, were or would be payable. (c) The Company shall maintain, in respect of Securities of each series outstanding, at least one paying agent located outside the United Kingdom. In the event that a paying agent with respect to Securities of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent particular series is maintained in a Member State any member state of the European Union. , the Company shall maintain a paying agent in at least one member state (other than the United Kingdom) that will not be obliged to withhold or deduct taxes pursuant to any law implementing European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, provided there is at least one member state that does not require a paying agent to withhold or deduct pursuant to such directive. (d) The obligation of the 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 any consolidation, merger, conversion, conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 11.01, the successor Person formed by such consolidation, merger, or conversion, or to which such conveyance, transfer or lease is made is not organized under the laws of the United Kingdom, such successor Person will pay Additional Amounts on the same basis set forth in this Section 4.05, except that references to the “United Kingdom” will be treated as references to both 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 (a) Subject to 4.05(b), below, all payments of principal of and interest premium, if any, and interest, if any, on the Notes will all Securities shall be paid to any holder, who as to Canada free and clear of and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever nature, imposed or levied by or within Canadaon behalf of the government of the United Kingdom, any territory of the United Kingdom or any province, political subdivision authority or taxing authority agency therein or thereof having the power to tax (collectively, “Taxes”), except to the extent such Taxes are required to be withheld or deducted by law or by the interpretation or administration thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada Company or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada Paying Agent is a party, Québec shall be so required to withhold or deduct any taxes amount for or duties on account of Taxes from any payments due under payment made in respect of the NotesSecurities, Québec will, subject to its redemption rights, the Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order such that the net amounts receivable amount received by the holder each Holder (including such Additional Amounts), after such withholding or deduction deduction, shall equal not be less than the respective amounts of principal or interest which amount such Holder would have been receivable in respect of received if the Notes in the absence of such withholding or deduction. Québec shall not, however, deduction had not been made; provided that no Additional Amounts will be obliged payable with respect to pay such Additional Amount Taxes: (i) tothat would not have been imposed but for the existence of any present or former connection between such Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a third party on behalf ofcitizen 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; (ii) that are estate, a holder who is liable to such inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments or charges in respect other governmental charges; (iii) payable other than by withholding from payments of principal of and premium, if any, or interest on the Securities; (iv) that would not have been imposed but for the failure of the applicable recipient of such Note payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (A) such compliance is required by reason of that person having some connection with Canada other than the mere holding applicable law or use outside Canadaadministrative practice or an applicable treaty as a precondition to exemption from, or ownership as a non-resident reduction in, the rate of Canada, deduction or withholding of such Note; Taxes, and (B) at least thirty (30) days before the first payment date with respect to which such Additional Amounts shall be payable, the Company or the Guarantor, as the case may be, shall have notified such recipient in writing that such recipient shall be required to comply with such requirement; (iiv) presented 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 Relevant Date date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later; (as defined belowvi) except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such withholding or deduction is are imposed on a payment to an individual and is are required to be made pursuant to any European Union Directive on the taxation of savings income relating to the proposal for a directive on the taxation of savings income published by the ECOFIN Council Directive 2003/48/EC on December 13, 2001 or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive; or a directive; (ivvii) presented that would not have been imposed if presentation for payment by of the relevant Securities had been made to a paying agent other than the paying agent to which the presentation was made; or (viii) any combination of the foregoing clauses (i) through (vii); nor shall Additional Amounts be paid with respect to any payment of principal of or interest, on behalf any Securities to any such Holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a holder who beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been able entitled to avoid such Additional Amounts had it been the Holder of the Security. (b) Notwithstanding Section 4.05(a), following the issuance of the Exchange Securities pursuant to the Registration Rights Agreement, Additional Amounts in respect of withholding or deduction by presenting on interest paid after such issuance shall only be payable (i) where the relevant Note Securities with respect to another which the payment subject to withholding or deduction is made (the “Relevant Notes”) are listed on a “recognized stock exchange” within the meaning of section 1005 of the Income Tax Act 2007, or (ii) to the extent that the Exchange Securities not being so listed results in any payments with respect to the Relevant Notes being subject to a withholding or deduction in respect of Taxes. However, this limitation on the Company’s obligation to pay Additional Amounts shall only apply to withholdings or deductions for or on account of Taxes to the extent that such withholdings or deductions would not be required if the Relevant Notes were listed on a “recognized stock exchange,” as defined in the previous sentence. (c) All references in this Indenture, other than in Articles Twelve or Thirteen, to 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 to the extent that, in that context, Additional Amounts are, were or would be payable. (d) The Company shall maintain, in respect of Securities of each series outstanding, at least one paying agent located outside the United Kingdom. In the event that a paying agent with respect to Securities of a particular series is maintained in a Member State any member state of the European Union. , the Company shall maintain a paying agent in at least one member state (other than the United Kingdom) that will not be obliged to withhold or deduct taxes pursuant to any law implementing European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, provided there is at least one member state that does not require a paying agent to withhold or deduct pursuant to such directive. (e) The obligation of the 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. (f) If, as a result of any consolidation, merger, conversion, conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 11.01, the successor Person formed by such consolidation, merger, or conversion, or to which such conveyance, transfer or lease is made is not organized under the laws of the United Kingdom, such successor Person will pay Additional Amounts on the same basis set forth in this Section 4.05, except that references to the “United Kingdom” will be treated as references to both 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 principal of and interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec Issuers will, subject to its redemption rightsthe limitations and exceptions set forth below, pay to each Holder such additional amounts (the “"Additional Amounts”") as may be necessary in order that the every net amounts receivable by the holder after such withholding payment or deduction shall equal the respective amounts deemed payment of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) toprincipal, premium and interest, if any, with respect to a Security, or to (ii) net proceeds on the sale or exchange of a third party Security, each after deduction or withholding for or on behalf of, a holder who is liable to such 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 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 Security; (b) presented such Security for payment in The Bahamas or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; or (c) presented such Security for payment more than 30 days after the date on which the payment in respect of such Note by reason of that person having some connection with Canada other than the mere holding Security became due and payable or use outside Canadaprovided for, or ownership as a non-resident of Canadawhichever is later, of such Note; or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder would have been entitled to such Additional Amounts on presenting the same if it had presented such Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or before such thirtieth day; similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Security; (iii3) where such withholding any tax, duty, assessment, or deduction is other governmental charge imposed on a Holder that is not the beneficial owner of a Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Security; 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 an individual and is required 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 made payable in respect thereof pursuant to European Council Directive 2003/48/EC 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 any other law implementing or complying withwithholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Securities and, or introduced in order to conform toas a result thereof, such Directive; Holder of Securities is entitled to make a claim for a refund or (iv) presented 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 payment by a refund or on behalf 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 holder who would have been able to avoid such withholding refund or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union. “credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. (a) The principal Company shall make all payments of principal, premium, if any, and interest on in respect of the Notes will be paid to any holderfree and clear of, who as to Canada and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever naturewhatever nature (“Taxes”) imposed, imposed levied, collected, withheld or levied assessed by or within CanadaArgentina, or any provinceother jurisdiction from which the Company or its Paying Agent make payments, in respect of the Notes or by or within any political subdivision thereof or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof having power to tax, (each, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law. In the event of any change insuch withholding or deduction of Taxes by a Relevant Jurisdiction, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation Company will pay to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay Holders such additional amounts (the “Additional Amounts”) as may be necessary will result in order that the receipt by each Holder of the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which amount that would otherwise have been receivable in respect of the Notes by such Holder in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount Amounts will be payable: (i) toin respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection (including, without limitation, a permanent establishment in the Relevant Jurisdiction) between the Holder or beneficial owner of the Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner) and any Relevant Jurisdiction with the power to levy or otherwise impose or assess such Tax, other than the mere holding or ownership of such Note or beneficial interest therein or the receipt of payments or the enforcement of rights thereunder; (ii) in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment within 30 days after the Relevant Date except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented for payment on the last day of such 30-day period; (iii) 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 third party on behalf ofdeclaration 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 holder who is liable 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 taxes, duties, assessments or charges other governmental charges; (v) in respect of any Taxes that are payable other than by deduction or withholding from payments on the Notes; (vi) in respect of any Taxes that would not have been so imposed if the Holder had presented the Note for payment (where presentation is required and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such presentation) to another Paying Agent; (vii) in respect of any payment to a Holder of a Note by reason of that person having some connection with Canada is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the mere holding sole beneficial owner of such payment or use outside CanadaNote, to the extent that a beneficiary or ownership as settlor with respect to such fiduciary, a non-resident member of Canadasuch partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or ; (iiviii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled Company has determined based on information obtained directly from the recipient or from third parties that Taxes are imposed due to the residence of the foreign recipient of the payment in a jurisdiction other than a cooperating jurisdiction (jurisdicción cooperante) or otherwise designated as a non-cooperating jurisdiction (jurisdicción no cooperante), in each case as determined under applicable Argentine law or regulation; or (ix) in respect of any combination of paragraphs (i) through (viii) above. In the event of any merger or other transaction described and permitted under Article 5, in which the 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 Additional Amounts on presenting 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 same for Trustee, the Company shall furnish to the Trustee documentation reasonably satisfactory to the Trustee, evidencing payment on of any Taxes so deducted or before withheld. Copies of such thirtieth day; 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 (iii) where 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 withholding taxes, charges or deduction is similar levies imposed on by any jurisdiction other than a payment to an individual and is Relevant Jurisdiction, except those resulting from or required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying paid in connection with, or introduced in order to conform to, the enforcement of such Directive; or (iv) presented for payment by or on behalf Notes after the occurrence and during the continuance of a holder who would have been able Default with respect to avoid such withholding or deduction by presenting the relevant Note to another paying agent Notes. (d) In the event that the Company pays any Argentine personal asset tax in a Member State respect of the European Union. “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 Company will make all payments of principal of of, and premium (if any) and interest on the Notes will be paid to of any holderseries without withholding or deduction for, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever nature, whatever nature imposed or levied by or within CanadaLuxembourg, any jurisdiction in which ArcelorMittal is resident for tax purposes or, in the case of a successor entity, any jurisdiction in which such successor entity is organized or resident for tax purposes (or any province, political subdivision or taxing authority therein thereof or thereoftherein) (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. If as a result of In the event that any change in, such withholding or amendment to, or in the official application ofdeduction is so required, the laws of Canada or the regulations of any taxing authority therein or thereof Company or any change insuccessor entity, as the case may be, will make such deduction or in withholding, make payment of the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation amount so withheld to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, appropriate governmental authority and will pay such additional amounts (the “Additional Amounts”) as may be necessary will result in order that the net amounts receivable receipt by the holder after Holders of such amounts as would have been received by the Holders had no such withholding or deduction shall equal been required by the respective amounts of principal Relevant Jurisdiction, except that no Additional Amounts will be payable: (a) for or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount on account of: (i) toany tax, duty, assessment or to other governmental charge that would not have been imposed but for: (A) the existence of any present or former connection between the Holder or beneficial owner of such Note, as the case may be, and the Relevant Jurisdiction including, without limitation, such Holder or beneficial owner being or having been a third party on behalf ofcitizen or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, a holder who is liable to other than merely holding such taxes, duties, assessments Note or charges in respect the receipt of payments thereunder; (B) the presentation of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (iiwhere presentation is required) presented for payment more than thirty 30 days after the Relevant Date (as defined below) later of the date on which the payment of the principal of, premium, if any, or interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same if it had presented such Note for payment on any date within such 30-day period; (C) the failure of the Holder or before beneficial owner to comply with a timely request of the Company or any successor entity addressed to the holder or beneficial owner, as the case may be, to provide information, documentation and certification concerning such thirtieth dayHolder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would under applicable law, regulation or administrative practice have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; or (D) the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (ii) any estate, inheritance, gift, sale, transfer, excise or personal property or similar tax, assessment or other governmental charge; (iii) any withholding or deduction in respect of any tax, duty, assessment or other governmental charge where such withholding or deduction is imposed or levied on a payment to an individual and is required to be made pursuant to (x) European Council Directive 2003/48/EC (as such directive has been or shall be amended or replaced) on the taxation of savings income or any other law implementing or complying with, or introduced in order to conform to, such DirectiveDirectives; or (y) the bilateral agreements concluded between the European Union member states and several third countries or dependent or associated territories of the European Union pursuant to article 17.2 of the European Council Directive 2003/48/EC (as such agreements may be amended and/or replaced); or (iv) presented for any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (i), (ii) and (iii); or (b) with respect to any payment by of the principal of, or on behalf of premium, if any, or interest on, such Note to a holder who is a fiduciary, partnership or Person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, or a member of that partnership or a beneficial owner who would not have been able entitled to avoid such withholding Additional Amounts had that beneficiary, settlor, partner, or deduction by presenting beneficial owner been the relevant Note holder thereof. Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, any Note, such mention will be deemed to another paying agent include payment of Additional Amounts provided for in a Member State of the European Union. “Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Payment of Additional Amounts. The principal All payments of principal, premium, if any, and interest on Securities of any series shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by or on behalf of the Notes will be paid to any holder, who as to Canada Commonwealth of Puerto Rico or any province, political subdivision or taxing authority thereof or therein ("Taxes"). If the Company or any agent thereof is a non-resident, without required by law or regu- 79 lation to make any deduction or withholding for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application ofTaxes, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec Company shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “"Additional Amounts”") as may shall be necessary in order that the net amounts receivable received by the holder Holders of the Securities of any series or the holders or beneficial owners of any interest therein or rights in respect thereof after such deduction or withholding or deduction shall equal the respective amounts of principal or interest which amount that would have been receivable in respect of the Notes thereunder in the absence of such withholding deduction or deduction. Québec shall notwithholding, however, be obliged to pay except that no such Additional Amount Amounts shall be payable: (ia) to, to any Holder of a Security or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments any interest therein or charges rights in respect of thereof where such Note deduction or withholding is required by reason of that person such Holder having some connection with Canada the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or thereon other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, and payment in respect of such Note; security; (b) in respect of any deduction or (ii) presented withholding that would not have been required but for the presentation by the Holder of a Security for payment on a date more than thirty 30 days after the Relevant Date of Maturity or the date on which payment thereof is duly provided for, whichever occurs later; or (as defined belowc) except to the extent in respect of any deduction or withholding that the holder thereof would not have been entitled required but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, of the Holder of a Security or any interest therein or rights in respect thereof, if compliance is required by the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholding. Any reference in the Indenture to principal or interest shall be deemed also to refer to any Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such withholding or deduction is imposed on a payment to an individual and is required to that may be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) 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. “payable under this Section 1008.

Payment of Additional Amounts. The principal If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of and interest 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 Payor makes a payment on the Notes will be paid Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account tax (the “Relevant Tax Jurisdiction”) in respect of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in payments under the official application ofSecurities, the laws Payor will pay to each Holder of Canada or a Security, to the regulations of any taxing authority therein or thereof or any change inextent it may lawfully do so, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by paid to such Holder will be not less than the holder after amount specified in such withholding Security to which such Holder is entitled; provided the Payor will not be required to make any payment of Additional Amounts for or deduction shall equal the respective amounts of principal on account of: (1) any tax, assessment or interest other governmental charge which would not have been receivable in respect imposed but for (a) the existence of the Notes in the absence of any present or former connection between such withholding Holder (or deduction. Québec shall notbetween a fiduciary, howeversettlor, be obliged to pay such Additional Amount (i) tobeneficiary, member or shareholder of, or to possessor of a third party on behalf ofpower 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 holder who is liable to such taxes, duties, assessments citizen or charges resident thereof or being or having been present or engaged in respect of such Note by reason of that person trade or business therein or having some connection with Canada other than the mere holding or use outside Canada, or ownership as having had a non-resident of Canada, of such Note; permanent establishment therein or (iib) presented the presentation of a Security (where presentation is required) for payment on a date more than thirty 30 days after (x) the Relevant Date date on which such payment became due and payable or (as defined belowy) the date on which payment thereof is duly provided for, whichever occurs later (in either case (x) or (y), except to the extent that the holder thereof Holder would have been entitled to Additional Amounts had the Security been presented for such 30-day period); (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a 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 where, had the beneficial owner of the Security been the Holder of the Security, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (4) inclusive above. The Payor will provide the Trustee with the 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 presenting the same for 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 before such thirtieth day; or (iii) where such withholding or deduction discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC organized or any other law implementing political subdivision or complying with, taxing authority or introduced in order to conform to, such Directive; agency thereof or (iv) 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. “therein.

Payment of Additional Amounts. The All payments of principal of and interest on (including payments of a Change of Control purchase price and premium, if any) with respect to the Notes will Securities shall be paid to any holdermade free and clear of, who as to Canada and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever naturewhatever nature imposed, imposed levied, collected, withheld or levied assessed by or within Canada, a Taxing Jurisdiction or by or within any political subdivision thereof or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change inhaving power to tax ("Gross-Up Taxes"), or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by the holder after unless such withholding or deduction is required by law. In the event of any such withholding or deduction, the Issuer, shall equal pay to the respective Holder of such Securities such additional amounts in respect of principal such withholding or interest which deduction as are necessary so that such Holder receives the amount that would have been receivable in respect of the Notes due to such Holder in the absence of such withholding or deduction. Québec shall notdeduction ("Additional Amounts"), however, be obliged to pay except that no such Additional Amount Amounts shall be payable: (i1) to, or to a third party Person on behalf of, a holder Holder who is liable for such Gross-Up Taxes with respect to such taxesthe Securities, duties, assessments or charges in respect of such Note by reason of that person such Holder having some connection with Canada the relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Taxing Jurisdiction) other than the mere holding of a Security or use outside Canadathe receipt of principal and interest (including payments of discount and premium, if any) in respect thereof; or (2) to, or ownership as to a non-resident of CanadaPerson on behalf of, of such Note; or a Holder who presents a Security (iiwhere presentation is required) presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof such Holder would have been entitled to such Additional Amounts on presenting the same such Security for payment on or before the last day of such thirtieth dayperiod of 30 days; or or (iii3) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying withto, or introduced in order to conform to, such Directive; or (iv) presented for payment by or a Person on behalf of of, a holder Holder who would have been able not be liable or subject to avoid such the withholding or deduction by presenting making a declaration of non-residence or similar claim for exemption to the relevant Note to another paying agent tax authority; or (4) in a Member State respect of any estate, asset, inheritance, gift, transfer or sales tax that is imposed or withheld; or (5) any combination of (a)-(d) above. Such Additional Amounts will also not be payable where, had the beneficial owner of the European UnionSecurity (or any interest therein) been the Holder of the Security, he would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (a) through (d) above. “If the Issuer shall determine that Additional Amounts will not be payable for any of the foregoing reasons, the Issuer will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference in this Indenture or any Securities to payment of principal, Change of Control purchase price, 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 Issuer 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 premium, if any, 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 Issuer 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 Issuer shall pay such withholding or deduction. The Issuer covenants to indemnify the Trustee and any Paying Agent for, and to hold the Trustee and any Paying Agent harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with actions taken or omitted by the Trustee or any Paying Agent in reliance on any Officers' Certificate furnished pursuant to this paragraph. Any Officers' Certificate required by this Section 4.9 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 Issuer 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 principal (a) All payments by the Company or the Guarantor in respect of and interest on the Notes will be paid to any holderor the Guarantee, who as to Canada or any provincethe case may be, political subdivision or taxing authority therein or thereof is a non-residentincluding, without limitation, Additional Interest, if any, shall be made free and clear of, and without withholding or deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or other governmental charges of whatsoever naturewhatever nature imposed, imposed levied, collected, withheld or levied assessed by or within Canada, on behalf of Brazil or the Cayman Islands or a successor jurisdiction or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof having power to tax, unless such withholding or any change indeduction is required by law. In that event, the Company or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under Guarantor (as guarantor of the Notes), Québec willas applicable, subject shall make such deduction or withholding, make payment of the amount so withheld to its redemption rights, the appropriate governmental authority and pay to each Holder such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts receivable by the holder Holders (including Additional Amounts) after such withholding or deduction shall equal the respective amounts of principal of, or premium, if any, or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall notNotwithstanding the foregoing, however, be obliged neither the Company nor the Guarantor will have to pay such Additional Amount Amounts: (i) to, or to a third party on behalf of, a holder Holder who is liable to for such taxes, duties, assessments or governmental charges in respect of such Note by reason of that person such Holder or the beneficial owner having some connection with Canada Brazil or the Cayman Islands other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, the Note and the receipt of such payments with respect to the Note; or ; (ii) presented for payment in respect of Notes surrendered (if surrender is required) more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder of such Note would have been entitled to such Additional Amounts on presenting the same surrender of such Note for payment on or before the last day of such thirtieth day; or period of 30 days; (iii) 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 Directive 2003/48/EC meeting of November 26-27, 2000 or any other law implementing or complying with, or introduced in order to conform to, such Directive; or directive; (iv) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of the failure of such Holder or the beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Brazil, the Cayman Islands or a successor jurisdiction or applicable political subdivision or authority thereof or therein having power to tax, of such Holder or the beneficial owner, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company or the Guarantor, as applicable, has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification or other requirement; (v) in respect of any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge; (vi) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of, or premium, if any, or interest (including Additional Interest, if any) on the Note or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (vii) in respect of any tax imposed, withheld or otherwise deducted on a note presented for payment (where presentation is required) by or on behalf of a holder Holder who would have been able to avoid such that withholding or deduction by presenting the relevant Note note to another paying agent in a Member State agent; or (viii) any combination of the European Unionabove. (b) For purposes of the provisions described above, “Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which notice is given to the Holders that the full amount is so received by the Trustee. “The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Company nor the Guarantor shall be required to make a payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

Payment of Additional Amounts. The Unless the Securities of a particular series otherwise provide, all payments of principal of and interest on (including payments of discount and premium, if any) with respect to the Notes will Securities of a particular series shall be paid to any holdermade free and clear of, who as to Canada and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever naturewhatever nature imposed, imposed levied, collected, withheld or levied assessed by or within Canada, a Taxing Jurisdiction or by or within any political subdivision thereof or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof having power to tax ("Gross-Up Taxes"), unless such withholding or deduction is required by law. In the event of any change insuch withholding or deductions, the Company or in the official application ofGuarantor, or execution ofas the case may be, or amendment to, any treaty or treaties affecting taxation shall pay to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay Holder of such securities such additional amounts (the “"Additional Amounts”") as may be necessary will result in order the payment to such Holder of the amount that the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would otherwise have been receivable in respect of the Notes due to such Holder in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount Amounts shall be payable: (ia) to, or to a third party person on behalf of, a holder Holder who is liable for such Gross-Up Taxes with respect to such taxesthe Securities or any Guarantee, duties, assessments or charges in respect of such Note by reason of that person such Holder having some connection with Canada the relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Taxing Jurisdiction) other than the mere holding of a Security or use outside Canadathe receipt of principal and interest (including payments of discount and premium, if any) in respect thereof or in respect of the Guarantee; or (b) to, or ownership as to a non-resident of CanadaPerson on behalf of, of such Note; or a Holder who presents a Security (iiwhere presentation is required) presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof such Holder would have been entitled to such Additional Amounts on presenting the same such Security for payment on or before the last day of such thirtieth day; or period of 30 days; (iiic) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying withto, or introduced to a Person on behalf of, a Holder who presents a Security (where presentation is required) in order to conform a Taxing Jurisdiction; (d) to, such Directive; or (iv) presented for payment by or to a Person on behalf of of, a holder Holder who would have been able not be liable or subject to avoid such the withholding or deduction by presenting making a declaration of non-residence or similar claim for exemption to the relevant Note tax authority; or (e) to, or to another paying agent 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 a Member State 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 the European UnionSecurity (or any interest therein) been the Holder of the Security, he would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (a) through (e) above. “If the Company or the Guarantor, as 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 Any and all payments to a Noteholder of principal of (and premium, if any) and interest on in respect of the Notes will be paid to made free and clear of, and without withholding or deduction for, any holderand all present and future withholding taxes, who as to Canada duties, assessments, levies, imposts or charges ("Taxes") whatsoever imposed by or on behalf of, the Cayman Islands or Brazil or any province, political subdivision or taxing authority therein thereof or thereof is a non-residenttherein, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied unless such Taxes are required by or within Canada, or any province, political subdivision or taxing authority therein or thereoflaw. If as a result of any change in, or amendment to, or in the official application ofIn that event, the laws of Canada Company or the regulations of any taxing authority therein or thereof or any change inGuarantors, or in as the official application ofcase may be, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “"Additional Amounts”") as may be necessary will result in order that the net amounts receivable receipt by the holder after Noteholders of such amounts as would have been received by them if no such withholding or deduction had been required, except that no such Additional Amounts shall equal the respective amounts of principal or interest which would have been receivable be payable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount any Note: (ia) toheld by, or to by a third party on behalf of, a holder who Noteholder which is liable to for such taxes, duties, assessments or charges Taxes in respect of such Note by reason of that person its (or a fiduciary, settlor, member or shareholder, beneficiary of, or possessor of a power over, such Noteholder, if such Noteholder is an estate, trust, partnership or corporation) having some present or former connection with Canada 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 therein) other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (b) where (in the case of a payment of principal, premium, if any, or (iiinterest on the Maturity Date or date of earlier redemption) presented the relevant Note is surrendered for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Noteholder would have been entitled to such Additional Amounts if it had surrendered the relevant Note on presenting the same for last day of such period of 30 days; or (c) if such tax is an estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment, levy, impost or governmental charge; or (d) if such amount is payable other than by withholding from a payment on such Note or before such thirtieth dayamount is required to be withheld by a Paying Agent, if such payment can be made without such withholding by any other Paying Agent; or (e) if such Taxes would not have been imposed but for the failure of such Noteholder to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Cayman Islands or Brazil of the Noteholder if such compliance is required as a precondition to relief or exemption from withholding or deduction of all or part of such Taxes; or (iiif) 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 of 3 June 2003 on taxation of savings income in the form of interest payments or any other 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 or (ivg) presented for payment by or on behalf in the case 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 any combination of the European Union. “Clauses (a) through (f) above.

Payment of Additional Amounts. (a) The principal Issuer shall make all payments in respect of and interest on the Notes will be paid to any holderfree and clear of, who as to Canada and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever naturewhatever nature imposed, imposed levied, collected, withheld or levied assessed by or within Canada, Bermuda or by or within any political subdivision thereof or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof having power to tax or any change inother jurisdiction through which payments are made in respect of the Notes (“Taxes”), unless such withholding or in deduction is required by law or by the official application ofinterpretation or administration thereof. In the event of any such withholding or deduction of Taxes, or execution of, or amendment to, any treaty or treaties affecting taxation the Issuer will pay to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay Holders such additional amounts (the “Additional Amounts”) as may be necessary will result in order that the receipt by each Holder of the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which amount that would otherwise have been receivable in respect of the Notes by such Holder in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount Amounts will be payable: (i) toin respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection including, without limitation, a permanent establishment in Bermuda or between the Holder, applicable recipient of payment or beneficial owner of the Note or any payment in respect of such Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder, applicable recipient of a payment or beneficial owner) and an authority with the power to levy or otherwise impose or assess a third party Tax, other than the mere receipt of such payment or the mere holding or ownership of such Note or beneficial interest or the enforcement of rights thereunder; (ii) in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment within 30 days after the Relevant Date to the extent presentation is required (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented for payment on behalf ofthe last day of such 30-day period); (iii) 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 or any payment in respect of such Note to (i) make a customary declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) comply with any customary certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with Bermuda or with any jurisdiction through which payments are made; provided that such declaration or compliance was required as a holder who is liable precondition to exemption from all or part of such Taxes and the Issuer 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 taxes, duties, assessments or charges other governmental charges; (v) in respect of such any Taxes that are payable otherwise than by deduction or withholding from payments on the Notes; (vi) in respect of any taxes that would not have been so imposed if the Holder had presented the Note by reason for payment (where presentation is required) to another paying agent; (vii) in respect of any payment to a Holder of a Note that person having some connection with Canada is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the mere holding sole beneficial owner of such payment or use outside CanadaNote, to the extent that a beneficiary or ownership as settlor with respect to such fiduciary, a non-resident member of Canadasuch partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or (viii) in respect of any combination of paragraphs (i) through (vii) above. Notwithstanding the foregoing, none of Issuer, a Guarantor, any paying agent or any other person shall be required to pay any Additional Amounts with respect to any withholding or deduction imposed on or in respect of any note pursuant to Sections 1471 to 1474 of the Code (ii“FATCA”), any treaty, law, regulation or other official guidance enacted by any jurisdiction implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, or any agreement between Issuer and the United States or any authority thereof implementing FATCA. Notwithstanding the foregoing, the limitations on the Issuer’s obligations to pay Additional Amounts set forth in paragraph (iii) presented for will not apply if the provision of any certification, identification, information, documentation or other reporting requirement described in such paragraph (iii) 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 than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as IRS Forms W-8BEN and W-9). (b) Prior to each date on which any payment more than thirty days under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises after the Relevant Date 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be as soon as reasonably practicable thereafter), if the Issuer will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the holders of such notes on the payment date. (as defined belowc) except The Trustee may withhold taxes, to the extent that the holder thereof would have been entitled it reasonably believes it is required to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such do so under applicable law, including, without limitation, any withholding or deduction is imposed on a related to FATCA. The Issuer shall furnish to the Trustee documentation reasonably satisfactory to the Trustee evidencing payment to an individual and is required to of any taxes so deducted or withheld. Copies of such documentation will be made pursuant available by the Trustee to European Council Directive 2003/48/EC Holders upon written request to the Trustee. (d) The Issuer shall promptly pay when due any present or future stamp, court or similar documentary taxes or any other law implementing excise or complying withproperty taxes, charges or introduced similar levies that arise in order any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to conform toherein or therein, excluding any such Directive; taxes, charges or (iv) presented similar levies imposed by any jurisdiction outside of Bermuda and except, in certain cases, for payment by taxes, charges or on behalf similar levies resulting from certain registration of a holder who would have been able to avoid such withholding transfer or deduction by presenting the relevant Note to another paying agent in a Member State exchange of the European Union. “Notes.

Payment of Additional Amounts. The If the Securities of a particular series provide for payment of Additional Amounts, all payments of principal of and interest (including payments of discount and premium, if any) in respect of the Securities of such series shall be made free and clear of, and without withholding or deduction for or on account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Notes will be paid to United Kingdom or by or within any holder, who as to Canada political subdivision thereof or any province, political subdivision or taxing authority therein or thereof having power to tax (“United Kingdom Taxes”), unless such withholding or deduction is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied required by or within Canada, or any province, political subdivision or taxing authority therein or thereoflaw. If as a result of any change in, or amendment to, or in In that event the official application of, Company shall pay to the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay Holder such additional amounts (the “Additional Amounts”) as may be necessary will result in order the payment to such Holder of the amount that the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would otherwise have been receivable in respect of the Notes by such Holder in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount Amounts shall be payable: (i) to, or to a third party Person on behalf of, a holder Holder who is liable to for such taxes, duties, assessments or charges United Kingdom Taxes in respect of such Note Securities by reason of that person such Holder having some connection with Canada the United Kingdom (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the United Kingdom) other than the mere holding of a Security or use outside Canadathe receipt of principal and interest (including payments of discount and premium, or ownership as a non-resident of Canada, of such Note; or if any) in respect thereof; (ii) presented to, or to a Person on behalf of, a Holder who presents a Security (where presentation is required) for payment more than thirty 30 days after the Relevant Date (as defined below) Date, except to the extent that the holder thereof such Holder would have been entitled to such Additional Amounts on presenting the same such Security for payment on or before the last day of such thirtieth day; or period of 30 days; (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying withto, or introduced to a Person on behalf of, a Holder who presents a Security (where presentation is required) in order to conform to, such Directivethe United Kingdom; or or (iv) presented for payment by to, or to a Person on behalf of of, a holder Holder who would have been able not be liable or subject to avoid such the withholding or deduction by presenting making a declaration of non-residence or similar claim for exemption to the relevant Note to another paying agent in a Member State tax authority. Such Additional Amounts will also not be payable where, had the beneficial owner of the European UnionSecurity (or any interest therein) been the Holder of the Security, he or she would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (i) through (iv) above. “If the Company shall determine that Additional Amounts will not be payable because of the immediately preceding sentence, the Company will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference to principal, interest, discount or 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 All payments of principal of of, and interest on and premium, if any, on, the Notes will by the Company shall be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, made without deduction or withholding for or on account of (i) any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever nature, whatever nature imposed or levied by or on behalf of the State of Israel or by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change inauthority therein having power to tax, (ii) changes to the Ruling or in (iii) the official application ofinvoluntary delisting of the Notes from the TACT Institutional (such taxes, collectively “Israeli Taxes”), unless deduction or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada withholding of such Israeli Taxes is a party, Québec shall be required by law. In the event the Company is required to deduct or withhold any taxes or duties from any payments due under such tax, the Notes, Québec will, subject to its redemption rights, Company will pay such additional amounts (the “Additional Amounts”) as may specified in the applicable Pricing Supplement, except that no such Additional Amounts shall be necessary in order that the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable payable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged any Note: (a) to pay such Additional Amount (i) to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) presented for payment by or on behalf of a holder Holder who is subject to such Israeli Taxes, by reason of his being or having been connected with the State of Israel, otherwise than merely by holding such Note or receiving principal or interest in respect thereof, or (b) to or on behalf of a Holder who would have been able not be liable for or subject to avoid such deduction or withholding by making a declaration of non-residence or deduction by presenting other similar claim for exemption to the relevant Note tax authority if, after having been requested to another paying agent make such a declaration or claim (if it is legally entitled to do so), such Holder fails to do so; or (c) with respect to any tax, assessment, or other governmental charge that is imposed or withheld by reason of the application of Section 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (or any successor provisions), any regulation, pronouncement, or agreement thereunder, official interpretations thereof, or any law implementing an intergovernmental approach thereto, whether currently in a Member effect or as published and amended from time to time. The obligation to pay Additional Amounts in respect of Israeli Taxes shall not apply to (a) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge or (b) any tax, assessment or other governmental charge which is payable otherwise than by deduction or withholding from payments of principal or interest on the Notes; provided, that, except as otherwise set forth in the Notes, the Company shall pay all stamp and other duties, if any, which may be imposed by the State of Israel, the European UnionUnited States or any respective political subdivision thereof or any taxing authority of or in the foregoing, with respect to the Fiscal Agency Agreement or the Charge Documents or as a consequence of the issuance of the Notes. “Any reference herein to principal and/or interest in respect of Notes of a Series shall also be deemed to refer to any Additional Amounts which may be payable hereunder.

Payment of Additional Amounts. | The Company shall make all payments of principal of and interest on in respect of the Notes will be paid to without withholding or deduction for, or on account of, any holderpresent or future taxes, who as to Canada duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the United Kingdom or any province, political subdivision or taxing any authority thereof or therein having power to tax ("Taxes") with respect to payments of interest and principal on the Notes, unless such withholding or deduction is required by law or by the official judicial or administrative interpretation thereof; provided, however, that if the law of the United Kingdom should require that any payments in respect of the Notes of a series be subject to withholding or deduction with respect to any Taxes imposed or levied by, or on behalf of, such jurisdiction or any authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application ofhaving power to tax, the laws of Canada or Company shall, to the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rightsfullest extent then permitted by law, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable received by a Holder of Notes of such series who is not resident in the holder United Kingdom for tax purposes after such withholding or deduction shall equal the respective amounts of principal or interest which 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. Québec shall not, however, be obliged to pay deduction (the "Additional Amounts"); except that no such Additional Amount Amounts shall be payable with respect to any Note of such series presented for payment: (ia) to, by or to a third party on behalf of, of a holder Holder of a Note (including a beneficial owner) who is liable to for such taxes, duties, assessments or charges Taxes in respect of such Note by reason of that person such Holder having some connection with Canada the United Kingdom other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; ; (b) where such withholding or deduction could have been avoided by the Holder making a declaration of non-residence or other similar claim for exemption to any authority of or in the United Kingdom; (iic) presented where (in the case of a payment of principal or interest on final redemption) the relevant Note is surrendered for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Holder would have been entitled to such Additional Amounts if such Holder had surrendered the relevant Note on presenting the same for payment on or before last day of such thirtieth day; or period of 30 days; (iiid) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or or (ive) presented where the relevant Note is surrendered for payment by or on behalf of a holder Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent Paying Agent in a Member State member state of the European Union. “If the Directive is promulgated, the Company undertakes to maintain a Paying Agent in a European Union member state that will not be obliged to withhold or deduct Taxes pursuant to the Directive if such a member state exists. If the Company, or its successor, becomes subject at any time to any taxing jurisdiction other than the United Kingdom, references in this Section to the United Kingdom with respect to Additional Amounts shall be construed as references to the United Kingdom and/or such other successor jurisdiction.

Payment of Additional Amounts. The principal of and interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec Issuers will, subject to its redemption rightsthe limitations and exceptions set forth below, pay to each Holder such additional amounts (the “"Additional Amounts”") as may be necessary in order that the every net amounts receivable by the holder after such withholding payment or deduction shall equal the respective amounts deemed payment of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) toprincipal, premium, Liquidated Damages and interest, if any, with respect to a Note, or to (ii) net proceeds on the sale or exchange of a third party Note, each after deduction or withholding for or on behalf of, a holder who is liable to such 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 by reason of that person having some connection with Canada other than the mere holding became due and payable or use outside Canadaprovided for, or ownership as a non-resident of Canadawhichever is later, of such Note; or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder would have been entitled to such Additional Amounts on presenting the same 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 before such thirtieth day; similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Notes; (iii3) where such withholding any tax, duty, assessment, or deduction is other governmental charge imposed on a payment to an individual and Holder that is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) presented for payment by or on behalf not the beneficial owner of a holder who Note to the extent that the beneficial owner would not have been able entitled to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State payment of Additional Amounts had the European Union. “beneficial owner directly held the Note; or (4) any combination of items (1), (2) and (3).

Payment of Additional Amounts. The principal Company and the Guarantor shall make all payments of principal, interest and interest on premium in respect of the Notes will be paid to Securities (including payments by the Guarantor under the Subordinated Guarantee) free and clear of, and without withholding or deduction for, any holdertaxes, who as to Canada duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, levied, collected, withheld or assessed by The Netherlands (if by the Company) or the Federal Republic of Germany (if by the Guarantor) or any province, political subdivision or taxing any authority thereof or therein that has power to tax (a “Relevant Jurisdiction”), unless the Company or thereof the Guarantor is a non-resident, without deduction for compelled by law to make such withholding or on account deduction. In the event of any present taxes such withholding or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application ofdeduction, the laws of Canada Company or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, Guarantor will pay such additional amounts (the “Additional Amounts”) as may be are necessary in order for each Holder to receive, after deduction or withholding of such Taxes, the full amount that the net amounts receivable by the holder after Holder would have received if no such withholding or deduction had been required; provided that no such Additional Amounts shall equal the respective amounts of principal or interest which would have been receivable be payable with respect to such Taxes in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount any amount payable on any Securities: (i) to, or to a third party on behalf of, a holder who Holder which is liable to for such taxes, duties, assessments or charges Taxes in respect of such Note Securities by reason of that person such Holder having some connection with Canada a Relevant Jurisdiction (as the case may be) other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or Securities; (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof a Holder which would have been entitled be able to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where avoid such withholding or deduction is 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 to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or or (iv) presented for payment by or on behalf of to a holder who Holder which would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant Note Security to a Paying Agent in another paying agent in a Member State of the European Union. “For purposes of this Indenture, any references to principal of and/or interest on Securities shall be deemed to include a reference to any relevant premium and/or Additional Amounts payable in respect of such Securities. In the event that a New Issuer assumes the obligations of the Company pursuant to Section 803 and the New Issuer is organized or resident in any jurisdiction other than The Netherlands for tax purposes, such other jurisdiction will be deemed to be a Relevant Jurisdiction.

Payment of Additional Amounts. The principal of and interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec Issuers will, subject to its redemption rightsthe limitations and exceptions set forth below, pay to each Holder such additional amounts (the “"Additional Amounts”") as may be necessary in order that the every net amounts receivable by the holder after such withholding payment or deduction shall equal the respective amounts deemed payment of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) toprincipal, premium and interest, if any, with respect to a Security, or to (ii) net proceeds on the sale or exchange of a third party Security, each after deduction or withholding for or on behalf of, a holder who is liable to such 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 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 Security; (b) presented such Security for payment in The Bahamas or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; or (c) presented such Security for payment more than 30 days after the date on which the payment in respect of such Note by reason of that person having some connection with Canada other than the mere holding Security became due and payable or use outside Canadaprovided for, or ownership as a non-resident of Canadawhichever is later, of such Note; or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder would have been entitled to such Additional Amounts on presenting the same if it had presented such Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or before such thirtieth day; similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Security; (iii3) where such withholding any tax, duty, assessment, or deduction is other governmental charge imposed on a Holder that is not the beneficial owner of a Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Security; 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 an individual and is required 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 made payable in respect thereof pursuant to European Council Directive 2003/48/EC 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 any other law implementing or complying withwithholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Securities and, or introduced in order to conform toas a result thereof, such Directive; Holder of Securities is entitled to make a claim for a refund or (iv) presented 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 payment by a refund or on behalf 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 holder who would have been able to avoid such withholding refund or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union. “credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. The Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, all payments of principal of and interest by or on behalf of the Notes Issuer in respect of any Security will be paid to any holdermade without withholding or deduction for, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever nature, whatever nature imposed or levied by or within Canadaon behalf of the United Kingdom, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application sub-division of, or execution any authority of, or amendment toin, any treaty the United Kingdom having power to tax, unless the withholding or treaties affecting taxation to which Canada deduction of such taxes, duties, assessments or governmental charges is a partyrequired by law. In that event, Québec shall be required to withhold any taxes or duties from any the Issuer will in respect of payments due under the Notes, Québec will, subject to its redemption rights, of principal and interest pay such additional amounts (on the “Additional Amounts”) Security as may shall be necessary in order that the net amounts receivable amount received by the holder Holder of the Security after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes Security in the absence of any requirements to make such presented for withholding or deduction. Québec shall notdeduction (“Additional Amounts”), however, be obliged to pay except that no such Additional Amount Amounts shall be payable in relation to any Security: (i1) topresented for payment by, or to on behalf of, a third party Holder who is liable for such taxes, duties or governmental charges in respect of such Security by reason of his having some connection with the United Kingdom other than the mere holding of such Security; or (2) presented for payment by, or on behalf of, a holder who is liable would be able to avoid such taxeswithholding or deduction by complying with any statutory requirements (including, dutiesbut not limited to, assessments obtaining and/or presenting any form of certificate) or charges in respect by mailing a declaration or any other statement or claim for exemption (including, but not limited to, a declaration of such Note by reason of that person having some connection with Canada other than the mere holding or use outside Canadanonresidence), or ownership as a non-resident of Canada, of such Notebut fails to do so; or or (ii3) presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Holder would have been entitled to such Additional Amounts on presenting the same Security for payment on or before such thirtieth day; day assuming that day to have been a Payment Day (as defined below). No Additional Amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest, if any, on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had 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 a payment first becomes due and payable, except that, if the full amount of the monies payable has not been received by the relevant Paying Agent or the relevant Senior Trustee on or prior to such due date, it means the first date on which, the full amount of such monies having been so received and being available for payment to Holders of the relevant Security, notice to that effect shall have been duly given to the Holders of the relevant Security. For the purposes of this Section 10.08, a “Payment Day” means any day which is, subject to the provisions of Section 10.10, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (iiiincluding dealing in foreign exchange and foreign currency deposits) in London, England and the City of New York. Whenever in this Senior Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any, on) or interest, 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 withholding express mention is not made. If the Securities of a series provide for the payment of Additional Amounts as contemplated by Section 3.01(15), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or deduction is imposed if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Issuer will furnish the Senior Trustee for that series of Securities with an individual Officers’ Certificate instructing such Senior Trustee whether such payment of principal of (and is premium, if any, on) and interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be made withheld on such payments to such Holders of Securities and the Issuer will pay to the Senior Trustee for such series of Securities such Additional Amounts as may be required pursuant to European Council Directive 2003/48/EC the terms applicable to such series. The Issuer covenants to indemnify the Senior Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.08 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer shall survive payment of all of the Securities, the satisfaction and discharge of this Senior Indenture, and the resignation or removal of the Senior Trustee or any other law implementing or complying with, or introduced in order to conform to, Paying Agent for such Directive; or (iv) presented for payment by or on behalf series 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. “Securities.

Payment of Additional Amounts. The Company shall make all payments of principal of and interest on in respect of the Notes will be paid to without withholding or deduction for, or on account of, any holderpresent or future taxes, who as to Canada duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the United Kingdom or any province, political subdivision or taxing any authority thereof or therein having power to tax ("Taxes") with respect to payments of interest and principal on the Notes, unless such withholding or deduction is required by law; provided, however, that if the law of the United Kingdom should require that any payments in respect of the Notes 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 is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application ofhaving power to tax, the laws of Canada or Company shall, to the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rightsfullest extent then permitted by law, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable received by a Holder of Notes who is not resident in the holder United Kingdom for tax purposes after such withholding or deduction shall equal the respective amounts of principal or interest which and interest, if any, that would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay deduction (the "Additional Amounts"); except that no such Additional Amount Amounts shall be payable with respect to any Note presented for payment: (ia) to, by or to a third party on behalf of, of a holder Holder of a Note (including a beneficial owner) who is liable to for such taxes, duties, assessments or charges Taxes in respect of such Note by reason of that person such Holder having some connection with Canada the United Kingdom other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; ; (b) where such withholding or deduction could have been avoided by the Holder making a declaration of non-residence or other similar claim for exemption to any authority of or in the United Kingdom; (iic) presented where (in the case of a payment of principal or interest on final redemption) the relevant Note is surrendered for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Holder would have been entitled to such Additional Amounts if such Holder had surrendered the relevant Note on presenting the same for payment on or before last day of such thirtieth day; or period of 30 days; (iiid) 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 Directive 2003/48/EC meeting of June 3, 2003 (the "Directive"), or any other law implementing or complying with, or introduced in order to conform to, such the Directive; or or (ive) presented where the relevant Note is surrendered for payment by or on behalf of a holder Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent Paying Agent in a Member State member state of the European Union. “If the Directive is promulgated, the Company undertakes to maintain a Paying Agent in a European Union member state that will not be obliged to withhold or deduct Taxes pursuant to the Directive if such a member state exists. If the Company, or its successor, becomes subject at any time to any taxing jurisdiction other than the United Kingdom, references in this Section to the United Kingdom with respect to Additional Amounts shall be construed as references to the United Kingdom and/or such other successor jurisdiction.

Payment of Additional Amounts. The Unless otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, all payments of principal of (and premium, if any) and interest and Deferred Interest, if any by or on behalf of the Notes Issuer or the Guarantor in respect of any Security will be paid to any holdermade without withholding or deduction for, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever nature, whatever nature imposed or levied by or within Canadaon behalf of the United Kingdom or Hong Kong, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application sub-division of, or execution any authority of, or amendment toin, the United Kingdom or Hong Kong having power to tax (the “Taxing Jurisdiction”), unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the Issuer or the Guarantor, as the case may be, will in respect of payments of principal (and premium, if any) and interest and Deferred Interest, if any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (on the “Additional Amounts”) Security as may shall be necessary in order that the net amounts receivable amount received by the holder Holder of the Security after such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes Security in the absence of any requirements to make such presented for withholding or deduction. Québec shall notdeduction (“Additional Amounts”), however, be obliged to pay except that no such Additional Amount Amounts shall be payable in relation to any Security: (i1) topresented for payment by, or to a third party on behalf of, a holder Holder who is liable to for such taxes, duties, assessments duties or governmental charges in respect of such Note Security by reason of that person his having some connection with Canada the Taxing Jurisdiction other than the mere holding or use outside Canadaof such Security; or (2) presented for payment by, or ownership as on behalf of, a non-resident Holder who would be able to avoid such withholding or deduction by complying with any statutory requirements (including, but not limited to, obtaining and/or presenting any form of Canadacertificate) or by mailing a declaration or any other statement or claim for exemption (including, but not limited to, a declaration of such Notenonresidence), but fails to do so; or or (ii3) presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Holder would have been entitled to such Additional Amounts on presenting the same Security for payment on or before such thirtieth day; day assuming that day to have been a Payment Day. No Additional Amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest, if any, or Deferred Interest, if any on any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of the principal of (iiior premium, if any, on) or interest, if any, 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 withholding express mention is not made. If the Securities of a series provide for the payment of Additional Amounts as contemplated by Section 3.01(16), at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or deduction is imposed if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal (and premium, if any) and interest and Deferred Interest, if any, if there has been any change with respect to the matters set forth in the below- mentioned Officers’ Certificate, the Issuer and the Guarantor will furnish the Subordinated Trustee for that series of Securities with an individual Officers’ Certificate instructing such Subordinated Trustee whether such payment of principal of (and is premium, if any, on) and interest, if any, and Deferred Interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment, duty or other governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be made withheld on such payments to such Holders of Securities and the Issuer or the Guarantor, as the case may be, will pay to the Subordinated Trustee for such series of Securities such Additional Amounts as may be required pursuant to European Council Directive 2003/48/EC the terms applicable to such series. The Issuer and the Guarantor, jointly and severally, covenant to indemnify the Subordinated Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.07 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer and the Guarantor shall survive payment of all of the Securities, the satisfaction and discharge of this Subordinated Indenture, and the resignation or removal of the Subordinated Trustee or any other law implementing or complying with, or introduced in order to conform to, Paying Agent for such Directive; or (iv) presented for payment by or on behalf series 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. “Securities.

Payment of Additional Amounts. The principal All payments of principal, premium, if any, and interest on Securities of any series shall be made without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and without deduction or withholding for, taxes, levies, imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted, withheld or assessed by or on behalf of the Notes will be paid to any holder, who as to Canada Commonwealth of Puerto Rico or any province, political subdivision or taxing authority thereof or therein ("Taxes"). If the Company or any agent thereof is a non-resident, without required by law or regu- lation to make any deduction or withholding for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application ofTaxes, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec Company shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “"Additional Amounts”") as may shall be necessary in order that the net amounts receivable received by the holder Holders of the Securities of any series or the holders or beneficial owners of any interest therein or rights in respect thereof after such deduction or withholding or deduction shall equal the respective amounts of principal or interest which amount that would have been receivable in respect of the Notes thereunder in the absence of such withholding deduction or deduction. Québec shall notwithholding, however, be obliged to pay except that no such Additional Amount Amounts shall be payable: (ia) to, to any Holder of a Security or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments any interest therein or charges rights in respect of thereof where such Note deduction or withholding is required by reason of that person such Holder having some connection with Canada the Commonwealth of Puerto Rico or any political subdivision or taxing authority thereof or thereon other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, and payment in respect of such Note; security; (b) in respect of any deduction or (ii) presented withholding that would not have been required but for the presentation by the Holder of a Security for payment on a date more than thirty 30 days after the Relevant Date of Maturity or the date on which payment thereof is duly provided for, whichever occurs later; or (as defined belowc) except to the extent in respect of any deduction or withholding that the holder thereof would not have been entitled required but for the failure to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, of the Holder of a Security or any interest therein or rights in respect thereof, if compliance is required by the Commonwealth of Puerto Rico, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholding. Any reference in the Indenture to principal or interest shall be deemed also to refer to any Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such withholding or deduction is imposed on a payment to an individual and is required to that may be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; or (iv) 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. “payable under this Section 1008.

Payment of Additional Amounts. The Company shall make all payments of principal of and interest on in respect of the Notes will be paid to without withholding or deduction for, or on account of, any holderpresent or future taxes, who as to Canada duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the United Kingdom or any province, political subdivision or taxing any authority thereof or therein having power to tax (“Taxes”) with respect to payments of interest and principal on the Notes, unless such withholding or deduction is required by law or by the official judicial or administrative interpretation thereof; provided, however, that if the law of the United Kingdom should require that any payments in respect of the Notes of a series be subject to withholding or deduction with respect to any Taxes imposed or levied by, or on behalf of, such jurisdiction or any authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application ofhaving power to tax, the laws of Canada or Company shall, to the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rightsfullest extent then permitted by law, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable received by a Holder of Notes of such series who is not resident in the holder United Kingdom for tax purposes after such withholding or deduction shall equal the respective amounts of principal or interest which 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. Québec shall not, however, be obliged to pay deduction (the “Additional Amounts”); except that no such Additional Amount Amounts shall be payable with respect to any Note of such series presented for payment: (ia) to, by or to a third party on behalf of, of a holder Holder of a Note (including a beneficial owner) who is liable to for such taxes, duties, assessments or charges Taxes in respect of such Note by reason of that person such Holder having some connection with Canada the United Kingdom other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; ; (b) where such withholding or deduction could have been avoided by the Holder making a declaration of non-residence or other similar claim for exemption to any authority of or in the United Kingdom; (iic) presented where (in the case of a payment of principal or interest on final redemption) the relevant Note is surrendered for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof relevant Holder would have been entitled to such Additional Amounts if such Holder had surrendered the relevant Note on presenting the same for payment on or before last day of such thirtieth day; or period of 30 days; (iiid) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council the Savings Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; (e) where such taxes, duties, assessments or governmental charges in respect of such Note are estate, inheritance, gift, excise, sales, transfer, personal property or similar tax; or or (ivf) presented where the relevant Note is surrendered for payment by or on behalf of a holder Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent Paying Agent in a Member State member state of the European Union. “If the Company, or its successor, becomes subject at any time to any taxing jurisdiction other than the United Kingdom, references in this Section to the United Kingdom with respect to Additional Amounts shall be construed as references to the United Kingdom and/or such other successor jurisdiction.

Payment of Additional Amounts. The principal (a) If any successor Person to the Company pursuant to Section 5.1(a) is not an entity organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, and interest on any Taxes imposed by (i) the jurisdiction of organization of such successor Person, (ii) any other jurisdiction in which such successor Person is otherwise resident or doing business for tax purposes or (iii) any jurisdiction from or through which payment is made in respect of the Notes will be paid (including with respect to payments made pursuant to the Subsidiary Guarantees) or, in each case, any holder, who as to Canada or any province, political subdivision or taxing governmental authority therein thereof (each a “Relevant Taxing Jurisdiction”), are required by applicable law to be deducted or thereof is a non-residentwithheld from any payment required to be made in respect of the Notes (including with respect to payments made pursuant to the Subsidiary Guarantees) or otherwise under the Indenture, without then such Taxes shall be deducted or withheld as required and the amount of such payment shall be increased by such additional amounts as may be necessary for such payment to be made, after withholding or deduction for or on account of such Taxes, in an amount equal to the amount that would have been received by the applicable recipient(s) in respect of such payment had no such Taxes (including any present taxes or duties such Taxes payable in respect of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be such additional amounts) been required to withhold be so deducted or withheld (any taxes or duties from any payments due under the Notessuch amounts, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”). Notwithstanding the preceding sentence, however, no such Additional Amounts will be payable in respect of: (i) as may be necessary in order any Taxes imposed by Canada or any province or territory thereof that the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which would not have been receivable in respect imposed but for the Holder or beneficial owner of the Notes in not dealing at arm’s length with such successor Person or any Subsidiary Guarantor (for purposes of the absence Income Tax Act (Canada)) at the time of the making of such withholding payment; (ii) any Taxes that would not have been imposed but for the existence of any present or deduction. Québec shall not, however, be obliged to pay such Additional Amount former connection between the Holder or beneficial owner of the Notes and the Relevant Taxing Jurisdiction (i) toincluding being a citizen or resident or national of, or to carrying on a third party on behalf ofbusiness or maintaining a permanent establishment in, a holder who is liable to such taxesor being physically present in, duties, assessments or charges in respect of such Note by reason of that person having some connection with Canada the Relevant Taxing Jurisdiction) other than the mere holding of the Notes or use outside Canadaenforcement of rights thereunder or the receipt of payments in respect thereof; (iii) any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner of the Notes to comply with any certification, identification, information, documentation or other reporting requirement to the extent (a) such compliance is required by applicable law as a precondition to exemption from, or ownership as a non-resident reduction in the rate of Canadadeduction or withholding of, such Taxes, and (b) at least 30 days before the date on which such compliance is required, the Holders have been notified in writing of such Note; or requirement; (iiiv) presented any Taxes that would not have been imposed if the presentation of Notes (where presentation is required) for payment more than thirty had occurred within 30 days after the Relevant Date date such payment was due and payable or was duly provided for, whichever is later (as defined below) except to the extent that the holder thereof Holder would have been entitled to such Additional Amounts on presenting had the same for payment on or before Notes been presented during such thirtieth day; or 30-day period); (iiiv) where such withholding or deduction is imposed on a payment to an individual and is any Taxes that are required to be made pursuant to European Council Directive 2003/48/EC or any other Directive on the taxation of savings implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, any such Directive; (vi) any estate, inheritance, gift, personal property, sales, use, excise, transfer or other similar Taxes; or or (ivvii) presented for payment by or on behalf of a holder who would have been able any Taxes imposed pursuant to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State Sections 1471 through 1474 of the European UnionCode, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code. “In addition, Additional Amounts will not be payable if the beneficial owner of the Notes had been the Holder of the Notes and such beneficial owner would not be entitled to the payment of Additional Amounts by reason of clauses (1) through (7) above. (b) Whenever in this Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under or with respect to any of the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (c) The obligations of this Section 4.8 shall survive the termination or discharge of this Indenture.

Payment of Additional Amounts. The principal If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of and interest 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 Payor makes a payment on the Notes will be paid Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account tax (the "Relevant Tax Jurisdiction") in respect of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in payments under the official application ofSecurities, the laws Payor will pay to each Holder of Canada or a Security, to the regulations of any taxing authority therein or thereof or any change inextent it may lawfully do so, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts receivable by paid to such Holder will be not less than the holder after amount specified in such withholding or deduction shall equal the respective amounts of principal or interest Security to which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall notHolder is entitled; provided, however, the Payor will not be obliged required to pay make any payment of Additional Amounts for or on account of: (1) Any tax, assessment or other governmental charge which would not have been imposed but for (a) the existence of any present or former connection between such Additional Amount Holder (i) toor between a fiduciary, settlor, beneficiary, member or shareholder of, or to possessor of a third party on behalf ofpower 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 holder who is liable to such taxes, duties, assessments citizen or charges resident thereof or being or having been present or engaged in respect of such Note by reason of that person trade or business therein or having some connection with Canada other than the mere holding or use outside Canada, or ownership as having had a non-resident of Canada, of such Note; permanent establishment therein or (iib) presented the presentation of a Security (where presentation is required) for payment on a date more than thirty 30 days after (x) the Relevant Date date on which such payment became due and payable or (as defined belowy) the date on which payment thereof is duly provided for, whichever occurs later (in either case (x) or (y), except to the extent that the holder thereof Holder would have been entitled to Additional Amounts had the Security been presented for such 30-day period); (2) Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (3) Any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a 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 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 on presenting had it been the same for 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 on of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or before 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 thirtieth day; taxes, charges or (iii) where such withholding similar levies imposed by any jurisdiction outside the Republic of the ▇▇▇▇▇▇▇▇ Islands or deduction any jurisdiction in which a paying agent is imposed on a payment to an individual and is located, other than those resulting from, or required to be made pursuant to European Council Directive 2003/48/EC paid in connection with, the enforcement of the Securities or any other law implementing such document or complying withinstrument following the occurrence of any Event of Default with respect to the Securities. All references in this Indenture to principal of, or introduced premium, if any, and interest on the Securities will include any Additional Amounts payable by the Payor in order to conform torespect of such principal, such Directive; or (iv) presented for payment by or on behalf of a holder who would have been able to avoid premium, if any, and such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union. “interest.

Payment of Additional Amounts. (a) The principal Company shall make all payments of principal, premium, if any, and interest on in respect of the Notes will be paid to any holderfree and clear of, who as to Canada and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever naturewhatever nature imposed, imposed levied, collected, withheld or levied assessed by or within Canada, Chile or by or within any political subdivision thereof or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof having power to tax or any change inother jurisdiction through which payments are made in respect of the Notes (including, or in for the official application of, or execution of, or amendment toavoidance of doubt, any treaty successor jurisdiction pursuant to Section 4.1) (each a “Relevant Jurisdiction”) (“Taxes”), unless such withholding or treaties affecting taxation deduction is required by law or by the interpretation or administration thereof. In the event of any such withholding or deduction of Taxes, the Company will pay to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay Holders such additional amounts (the “Additional Amounts”) as may be necessary will result in order that the receipt by each Holder of the net amounts receivable by the holder after such withholding or deduction shall equal the respective amounts of principal or interest which amount that would otherwise have been receivable in respect of the Notes by such Holder in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount Amounts will be payable: (i) toin respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection (including, without limitation, a permanent establishment in a Relevant Jurisdiction) between the Holder (or, if the Holder is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder, applicable recipient of a payment or beneficial owner) and an authority with the power to levy or otherwise impose or assess a third party Tax, other than the mere receipt of such payment or the mere holding or ownership of such Note or beneficial interest or the enforcement of rights thereunder; (ii) in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment within 15 days after the Relevant 25 (NY) 27921/279/INDENTURE/Andina Indenture.doc Date to the extent presentation is required (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented for payment on behalf ofthe last day of such 15-day period); (iii) in respect of any Taxes that would not have been so withheld or deducted but for the failure by the Holder, applicable recipient of payment or the beneficial owner of the Note or any payment in respect of such Note to (i) make a holder who declaration of non-residence, or any other claim or filing for exemption, to which it is liable entitled or (ii) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with a Relevant Jurisdiction; provided that such declaration or compliance was required 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 taxes, duties, assessments or charges other governmental charges; (v) in respect of such any Taxes that are payable otherwise than by deduction or withholding from payments on the Notes; (vi) in respect of any Taxes that would not have been so imposed if the Holder had presented the Note by reason for payment (where presentation is required) to another paying agent; (vii) in respect of any payment to a Holder of a Note that person having some connection with Canada is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the mere holding sole beneficial owner of such payment or use outside CanadaNote, to the extent that a beneficiary or ownership as settlor with respect to such fiduciary, a non-resident member of Canadasuch partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or (iiviii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on or before such thirtieth day; or (iii) where such in respect of any withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Union directive implementing the conclusions of the ECOFIN Council meeting of November 26–27, 2022 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directivea directive; or (ivix) presented for in respect of any combination of the items listed above. Notwithstanding the foregoing, the limitations on the Company’s obligation to pay Additional Amounts set forth in clause (a)(iii) above shall not apply if the provision of any certification, identification, information, documentation or other reporting requirement described in such clause (a)(iii) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder, applicable recipient of payment or beneficial (b) The Company shall furnish to the Trustee, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment by the Company, or, if such receipts are not obtainable, other evidence of such payments by the Company reasonably satisfactory to the Trustee. (c) Upon written request, the Company shall provide the Holders with documentation reasonably satisfactory to the Holders evidencing the payment of Taxes. (d) Any reference in this Indenture or the Notes to principal, premium, if any, interest or any other amount payable in respect of the Notes by the Company will be deemed also to refer to any Additional Amount that may be payable with respect to that amount under the obligations referred to in this Section 3.11. In the event that Additional Amounts actually paid with respect to the Notes pursuant to this Section 3.11 are based on behalf rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and as a holder who would have been able result thereof such Holder is entitled to avoid make a 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 deduction credit of such excess to the Company. However, by presenting making such assignment, the relevant Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. The Company shall promptly pay when due any present or future stamp, court or similar 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 each Note or any other document or instrument referred to another paying agent herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Chile and except, in a Member State certain cases, for taxes, charges or similar levies resulting from certain registration of the European Uniontransfer or exchange of Notes. “Section 3.12

Payment of Additional Amounts. The principal of and interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties of whatsoever nature, imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec Issuers will, subject to its redemption rightsthe limitations and exceptions set forth below, pay to each Holder such additional amounts (the “"Additional Amounts”") as may be necessary in order that the every net amounts receivable by the holder after such withholding payment or deduction shall equal the respective amounts deemed payment of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) toprincipal, premium and interest, if any, with respect to a Security, or to (ii) net proceeds on the sale or exchange of a third party Security, each after deduction or withholding for or on behalf of, a holder who is liable to such 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 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 Security; (b) presented such Security for payment in The Bahamas or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; or (c) presented such Security for payment more than 30 days after the date on which the payment in respect of such Note by reason of that person having some connection with Canada other than the mere holding Security became due and payable or use outside Canadaprovided for, or ownership as a non-resident of Canadawhichever is later, of such Note; or (ii) presented for payment more than thirty days after the Relevant Date (as defined below) except to the extent that the holder thereof Holder would have been entitled to such Additional Amounts on presenting the same if it had presented such Security for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sales, transfer, or before such thirtieth day; similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Security; (iii3) where such withholding any tax, duty, assessment, or deduction is other governmental charge imposed on a Holder that is not the beneficial owner of a Security to the extent that the beneficial owner would not have been entitled to the payment of Additional Amounts had the beneficial owner directly held the Security; 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 an individual and is required 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 made payable in respect thereof pursuant to European Council Directive 2003/48/EC 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 any other law implementing or complying withwithholding of Bahamian taxes in excess of the appropriate rate applicable to the Holder of such Securities and, or introduced in order to conform toas a result thereof, such Directive; Holder of Securities is entitled to make a claim for a refund or (iv) presented 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 payment by a refund or on behalf 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 holder who would have been able to avoid such withholding refund or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union. “credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. The principal (a) All payments by the Borrower in respect of the Loans or by a Guarantor in respect of its Loan Guarantee shall be made free and clear of and interest on the Notes will be paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction or withholding for or on account of any present taxes or duties of whatsoever naturefuture taxes, duties, assessments, fees or other governmental charges ("Taxes") imposed or levied by or within Canada, on behalf of Mexico or of any other jurisdiction in which the Borrower or any province, Guarantor is incorporated or any political subdivision or taxing authority thereof or therein (any of the aforementioned, a "Taxing Jurisdiction"), unless such withholding or thereof. If as deduction is required by law. (b) Subject to Section 5.14(c), if the Borrower or a result Guarantor is required by the law of any change in, Taxing Jurisdiction to make any such withholding or amendment to, or in the official application ofdeduction, the laws of Canada Borrower or such Guarantor shall (i) pay to the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay Lender Parties such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the every net amounts receivable payment made by the holder Borrower on the Loans after deduction or withholding for or on account of any such withholding or deduction Taxes (including deductions applicable to Additional Amounts payable under this paragraph (b)) shall equal not be less than the respective amounts of principal or interest which amount the Lender Parties would have received with respect to such Loans had no such deduction or withholding been receivable made; and (ii) pay the full amount deducted or withheld to the relevant Governmental Authority in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged accordance with applicable law. (c) The obligation to pay such Additional Amount Amounts set forth in (b)Section 5.14(b) shall not apply to: (i) toany tax, duty, assessment, fee or to other governmental charge that would not have been imposed but for the existence of any present or former connection, including a third party on behalf ofpermanent establishment or fixed base, a holder who is liable to between such taxes, duties, assessments Lender Party and Mexico or charges in respect any other applicable Taxing Jurisdiction imposing such governmental charge other than by the receipt of such Note by reason payment and the terms of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Note; or Loan Documents; (ii) presented for payment more than thirty days after any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; or (iii) in the Relevant Date case of any Lender Party that is or was a Foreign Financial Institution (as defined below) except on the date such Person became a Lender and thus subject to the requirements of paragraph (h) below, any withholding taxes imposed as a result of a failure of such Lender to comply with its obligations set forth in paragraph (h) below, subject to the exceptions and limitations provided therein; provided that the taxes excluded shall be deemed to include only withholdings or deductions payable by the Borrower in respect of payments hereunder in excess of a rate equal to the rate applicable if there had been no such failure by such Lender Party to comply with paragraph (h) below. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Loans 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 Borrower or a 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 Borrower or such Guarantor shall deliver to the Administrative Agent an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, and setting forth such other information necessary to enable the Administrative Agent to pay such Additional Amounts to Lenders on the payment date. In the absence of any such certificate, the Administrative Agent may assume that no such deduction or withholding shall be required. The Borrower agrees to indemnify the Administrative Agent for, and to hold it harmless against, any loss, liability or expense incurred without bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance, absent manifest error, on any certificate furnished pursuant to this Section 5.14(d) or not furnished. The obligations of the Borrower under this Section 5.14(d) shall survive the payment of the Loans, the resignation or removal of the Administrative Agent and/or the termination of this Agreement. (e) The Borrower or Guarantor, as the case may be, shall provide to the Administrative Agent documentation evidencing payment of withholding taxes within 30 days after payment thereof. Copies of such documentation shall be made available to Lenders upon written request therefor. (f) The Borrower or a Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties in Mexico or the United States or any political subdivision thereof or taxing authority of or in the foregoing in respect of the Borrowing. (g) Whenever in this Agreement there is mentioned, in any context: (i) the payment of principal, interest or additional interest on the Loans; (ii) redemption or repurchase prices in respect of the Loans; or (iii) any other amount payable on or with respect to any of the Loans, such reference will be deemed to include payment of Additional Amounts as described under this Section 5.14 to the extent that the holder thereof would have been entitled to that, in such context, Additional Amounts are, were or would be payable in respect thereof. (h) Each Lender Party that is a Foreign Financial Institution on presenting the same Effective Date (or, if such Lender Party becomes a Lender after the Effective Date as a result of an assignment, on the date of such assignment) shall, at the request of the Borrower, made pursuant to a written notice given at least 30 days prior to the relevant filing date, use reasonable commercial efforts to file with the Ministry of Finance or, where applicable, in accordance with the laws of any jurisdiction outside Mexico from or through which payments hereunder or under any Notes are made, a form, certificate or other similar document requested by the Borrower (including without limitation any such form, certificate or other similar document that may be required to maintain such Lender Party's status as a Foreign Financial Institution) if (1) such filing is required under applicable law or a treaty for payment on the avoidance of double taxation then in effect, (2) such filing would avoid the need for making any tax withholding or before such thirtieth day; deduction, or (iii) where reduce the tax rate of any such withholding or deduction is imposed on a payment which may thereafter accrue to an individual and is required to be made or for the account of such Lender Party pursuant to European Council Directive 2003/48/EC this Section and (3) such filing would not, in the good faith judgment of such Lender Party, require such Lender Party to disclose any confidential or proprietary information or be otherwise disadvantageous to such Lender Party. Notwithstanding the foregoing, it is understood and agreed that nothing in this Section shall interfere with the rights of any other law implementing Lender Party to conduct its fiscal or complying withtax affairs in such manner as it deems appropriate. As used herein, or introduced "Foreign Financial Institution" means an institution registered as a foreign financial institution with the Ministry of Finance in order the registry referred to conform toin Article 197 of Mexico's Income Tax Law and any successor provision thereof, such Directive; or (iv) presented for payment by or on behalf purposes 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 fraccion I, inciso a), subinciso 2, of the European Union. “Article 195 of Mexico's Income Tax Law.

Payment of Additional Amounts. (a) The Company will make all payments of principal or interest (together with any Arrears of Interest, if applicable), and interest on any other amounts otherwise due and payable under the Notes will be paid to (including any holderAdditional Amounts) by or on behalf of the Company, who as to Canada free and clear of, and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of, any and all present and future taxes, duties, assessments or governmental charges of any present taxes whatever nature imposed, levied, collected, withheld or duties of whatsoever nature, imposed or levied assessed by or within Canada, the United Kingdom or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof having power to tax (the “Taxing Jurisdiction”), unless such withholding or any change indeduction is required by law. In that event, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec Company shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary shall result in order that the net amounts receivable receipt by the holder after Holders of Notes of such amounts as would have been received by them had no such withholding or deduction shall equal the respective amounts of principal or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall notrequired by law to be made, however, be obliged to pay except that no such Additional Amount Amounts shall be payable with respect to any Note: (i) toif it is presented for payment by, or to a third party on behalf of, a holder or beneficial owner who is liable to for such taxes, duties, assessments or governmental charges in respect of such Note by reason of that person his having some current or former connection with Canada the United Kingdom other than the mere holding (as Holder or use outside Canada, or ownership as a non-resident beneficial owner) of Canada, of such the Note; or ; (ii) if it is presented for payment by, or on behalf of, a holder or beneficial owner who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any 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; (iii) if it is presented (or in respect of which the certificate representing it is presented) for payment more than thirty 30 days after the Relevant Date (as defined in Section 2.14(b) below) except to the extent that the holder thereof Holder of it would have been entitled to such Additional Amounts on presenting the same it for payment on or before such the thirtieth day; (iv) in respect of any taxes, duties, assessments or governmental charges required to be withheld or deducted under sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any Treasury Regulations or other administrative guidance thereunder); or or (iiiv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive; 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 (iv) 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 if any amount of the European Union. “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 duly given to the 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 Indenture, any reference to principal or interest being payable shall be deemed to include Additional Amounts payable with respect to principal or interest, as the case may be, in the circumstances set forth in this Section 2.14, whether or not so stated.

Payment of Additional Amounts. The Unless the Securities of a particular series otherwise provide, all payments of principal of and interest on (including payments of discount and premium, if any) with respect to the Notes will Securities of a particular series shall be paid to any holdermade free and clear of, who as to Canada and without withholding or any province, political subdivision or taxing authority therein or thereof is a non-resident, without deduction for or on account of of, any present taxes or duties future taxes, duties, assessments or governmental charges of whatsoever naturewhatever nature imposed, imposed levied, collected, withheld or levied assessed by or within Canada, a Taxing Jurisdiction or by or within any political subdivision thereof or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change inhaving power to tax ("Gross-Up Taxes"), or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts receivable by the holder after unless such withholding or deduction is required by law. In the event of any such withholding or deduction, the Company or the Guarantor, as the case may be, shall equal pay to the respective Holder of such Securities such additional amounts in respect of principal such withholding or interest which deduction as are necessary so that such Holder receives the amount that would have been receivable in respect of the Notes due to such Holder in the absence of such withholding or deduction. Québec shall notdeduction ("Additional Amounts"), however, be obliged to pay except that no such Additional Amount Amounts shall be payable: (ia) to, or to a third party Person on behalf of, a holder Holder who is liable for such Gross-Up Taxes with respect to such taxesthe Securities or any Guarantee, duties, assessments or charges in respect of such Note by reason of that person such Holder having some connection with Canada the relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Taxing Jurisdiction) other than the mere holding of a Security or use outside Canadathe receipt of principal and interest (including payments of discount and premium, if any) in respect thereof or in respect of the Guarantee; or (b) to, or ownership as to a non-resident of CanadaPerson on behalf of, of such Note; or a Holder who presents a Security (iiwhere presentation is required) presented for payment more than thirty 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof such Holder would have been entitled to such Additional Amounts on presenting the same such Security for payment on or before the last day of such thirtieth day; or period of 30 days; (iiic) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other law implementing or complying withto, or introduced to a Person on behalf of, a Holder who presents a Security (where presentation is required) in order to conform a Taxing Jurisdiction or, so long as the Securities of such series are listed on the Luxembourg Stock Exchange, in Luxembourg; (d) to, such Directive; or (iv) presented for payment by or to a Person on behalf of of, a holder Holder who would have been able not be liable or subject to avoid such the withholding or deduction by presenting making a declaration of non-residence or similar claim for exemption to the relevant Note tax authority; or (e) to, or to another paying agent a Person on behalf of, a Holder of a Registered Security that is not a Global Security issued pursuant to the request of any beneficial owner of interests in a Member State such Securities (an "Optional Definitive Security Request") during the continuance of an Event of Default if such Holder (or any predecessor Holder) was an owner requesting that such Registered Securities be so issued. Such Additional Amounts will also not be payable where, had the beneficial owner of the European UnionSecurity (or any interest therein) been the Holder of the Security, he would not have been entitled to payment of Additional Amounts by reason of any one or more of clauses (a) through (e) above. “If the Company or the Guarantor, as applicable, shall determine that Additional Amounts will not be payable for any of the foregoing reasons, the Company or the Guarantor, as applicable, will inform such Holder promptly after making such determination setting forth the reason(s) therefor. Reference in this Indenture or any Securities 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 premium, if any, 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 and any Paying Agent for, and to hold the Trustee and any Paying Agent harmless against, any loss, liability or expense reasonably incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with actions taken or omitted by the Trustee or any Paying Agent 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 principal of In the event that any payments due and interest payable on the Notes will be paid to any holderBonds, who as to Canada or any provincedelivery of Shares or other cash payment (if any) on conversion of the Bonds, political subdivision is subject to withholding or taxing authority therein or thereof is a non-resident, without deduction for or on account of any present taxes or duties future taxes, duties, assessments or other governmental charges of whatsoever naturenature (“Taxes”) imposed, imposed levied, collected, withheld or levied assessed by or within Canadaon behalf of Singapore, France or the United States or any province, other jurisdiction from which any payment is made on the Bonds (or any political subdivision or taxing authority therein or Taxing Authority thereof. If as a result of any change in, or amendment to, or in the official application of), the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec Company shall be required to withhold any taxes or duties from any payments due under the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the “Additional Amounts”) in respect of such payments as may be necessary in order that the net amounts receivable received by the holder Holders after such withholding or deduction shall equal the respective amounts of principal or interest which that would have been receivable in respect of the Notes Bonds in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay except that no such Additional Amount Amounts shall be payable for or on account of: (a) any Taxes that would not have been imposed but for: (i) to, the existence of any present or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect former connection between the Holder and/or the beneficial owner of such Note by reason of that person having some connection with Canada Bond and Singapore, France or the United States, other than the mere merely holding such Bond, including such Holder and/or beneficial owner being or use outside Canadahaving been a national, domiciliary or ownership resident of or treated as a non-resident of Canada, of such Notethereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; or or (ii) presented for payment the presentation of such Bond (if presentation is required) more than thirty (30) days after the Relevant Date (as defined below) later of the date on which any payment on such Bond became due and payable pursuant to the terms thereof or the date that such payment was made or duly provided for, except to the extent that the holder Holder thereof would have been entitled to such Additional Amounts on presenting the same if it had presented such Bond for payment on or before any date within such thirtieth daythirty (30) day period; or or (iii) where 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, sale, transfer, stamp, personal property or similar tax, assessment or other governmental charge including without limitation withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Council 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 other law implementing or complying with, or introduced in order to conform to, with such Directive; or (c) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of the Bond with a request by the Company addressed to the Holder to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner, or to make 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 taxing jurisdiction as a precondition to exemption from all or a part of such tax, assessment or other governmental charge; or (ivd) 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 Bond to another paying agent 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 resulted from tax deduction or withholding under the laws of the United 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.