Osisko Gold Group Inc.

THE NOTES

Section 3.01. Title and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited;providedthat any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13 and 10.11 hereof, as part of the same series as the Initial Notes.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors and the Trustees, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be known and designated as the “9.250% Senior Secured Notes due 2031” of the Issuer. The Stated Maturity of the principal of Notes shall be October 1, 2031, and the Notes shall bear interest at the rate of 9.250% per annum from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on April 1, 2027 and semi-annually thereafter in arrears on April 1 and October 1 of each year, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any Predecessor Note) is registered at the close of business (if applicable) on the March 15 and September 15 (whether or not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”).

The principal of (and premium, if any) and interest on the Notes shall be payable at the offices or agencies of the Issuer maintained for such purpose as set forth in Section 3.02, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register of Holders or by wire transfer;providedthat all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository*’*s applicable procedures.

Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17.

The Notes shall be redeemable as provided in Article Eleven.

The due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.

Section 3.02. Note Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain one or more Paying Agents for the Notes. The Issuer hereby appoints the U.S. Trustee as the initial Paying Agent.

The Issuer shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price or other amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Issuer will provide a schedule of its calculations to the U.S. Trustee when requested by the U.S. Trustee, and the U.S. Trustee is entitled to rely conclusively on the accuracy of the Issuer*’s calculations without independent verification. The U.S. Trustee shall forward the Issuer’*s calculations to any Holder upon the written request of such Holder.

The Issuer will also maintain a registrar (the “Note Registrar”) with offices in the United States. The Issuer will also maintain a transfer agent (each, a “Transfer Agent”). The Issuer hereby appoints the U.S. Trustee as the initial Note Registrar and Transfer Agent. The Note Registrar and the Transfer Agent shall keep a register of the Notes and of their transfer and exchange (the register maintained in such office or in any other office or agency designated pursuant to Section 10.02 being herein referred to as the “Note Register”) and will facilitate transfer of Notes on behalf of the Issuer. The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the U.S. Trustee. The Issuer may change the Paying Agents, the Note Registrars or the Transfer Agents without prior notice to the Holders. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Note Registrar” includes any co-registrars. For the avoidance of doubt, there shall only be one Note Register.

The Issuer shall enter into an appropriate agency agreement with any Note Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the U.S. Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Note Registrar or Paying Agent, the U.S. Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.07. The Issuer or any of its Subsidiaries may act as Paying Agent or Note Registrar.

The Issuer acknowledges that neither the U.S. Trustee nor any Agent makes any representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction.

Section 3.03. Denominations. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.

Section 3.04. Temporary Notes. Pending the preparation of definitive Notes, the Issuer may execute, and upon Issuer Order the U.S. Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as conclusively evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuer will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer designated for such purpose pursuant to Section 10.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the U.S. Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 3.05. Registration of Transfer and Exchange.

Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 10.02, the Issuer shall execute, and the U.S. Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the U.S. Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Note Registrar) be duly endorsed, or be accompanied by written instruments of transfer, in form satisfactory to the Issuer and the Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Issuer may require payment of a sum sufficient to cover any taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 2.02, 3.04, 9.06, 10.16, 10.17 or 11.09 not involving any transfer.

The Trustees, Registrar and Transfer Agent shall have no obligation or duty to monitor, verify, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any note (including any transfers between or among participants or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 3.06. Mutilated, Destroyed, Lost and Stolen Notes. If (1) any mutilated Note is surrendered to the U.S. Trustee, or (2) the Issuer and the U.S. Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Issuer and the U.S. Trustee such security or indemnity to save each of them harmless from any claim, loss, fee, damage, expense, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the U.S. Trustee that such Note has been acquired by a Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Issuer shall execute and upon Issuer Order the U.S. Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section 3.06, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the U.S. Trustee) connected therewith.

Every new Note issued pursuant to this Section 3.06 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 3.07. Payment of Interest; Interest Rights Preserved.

(a) Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business (if applicable) on the Regular Record Date for such interest at the office or agency of the Issuer maintained for such purpose pursuant to Section 10.02;providedthat, subject to Section 3.01 hereof, each installment of interest may at the Issuer*’*s option be paid by (1) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 3.08, to the address of such Person as it appears in the Note Register or (2) transfer to an account maintained by the payee;providedthat payment by wire transfer of immediately available funds shall be required with respect to principal of, premium on, if any, and interest on, all Notes in global form and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer and the Paying Agent;providedthat for Notes not in global form, the Paying Agent shall have received from the Holders satisfactory wire transfer instructions at least ten calendar days prior to the related payment date and subject to surrender of the Note in the case of payments of principal and premium, if any.

(b) Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date or within 30 days thereafter shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest not paid on the applicable Interest Payment Date or within 30 days thereafter and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest not on the applicable Interest Payment Date or within 30 days thereafter and interest thereon herein collectively called “Defaulted Interest”) may be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below (for the avoidance of doubt, any interest on any Note which is payable, but is not punctually paid or duly provided for, on the applicable Interest Payment Date may be within 30 days thereafter to the Holder on the Regular Record Date without having to comply with the procedure set forth under clause (1) below):

(1) the Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the U.S. Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment. Thereupon the Issuer shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than five days prior to the date of the proposed payment. The Issuer shall promptly notify the U.S. Trustee in writing of such Special Record Date, and in the name and at the expense of the Issuer, the U.S. Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided for in Section 1.07. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2) the Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the U.S. Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the U.S. Trustee.

(c) Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

(d) The Issuer shall be responsible for making all calculations called for under the Notes, including but not limited to determination of redemption price, premium (including any Applicable Premium), if any, interest, and any additional amounts or other amounts payable on the Notes. The Issuer shall make the calculations in reasonable detail and in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Trustees shall have no duty to calculate or verify the Issuer’s calculations under the Notes and this Indenture.

Section 3.08. Persons Deemed Owners. Prior to the due presentment of a Note for registration of transfer, the Issuer, any Guarantor, the U.S. Trustee and any agent of the Issuer or the U.S. Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 3.05 and 3.07) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, any Guarantor, the U.S. Trustee or any agent of the Issuer or the U.S. Trustee shall be affected by notice to the contrary.

Section 3.09. Cancellation. All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the U.S. Trustee, be delivered to the U.S. Trustee and shall be cancelled by the U.S. Trustee in accordance with its customary procedures. The Issuer may at any time deliver to the U.S. Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and may deliver to the U.S. Trustee (or to any other Person for delivery to the U.S. Trustee) for cancellation any Notes previously authenticated hereunder which the Issuer has not issued and sold, and all Notes so delivered shall be cancelled by the U.S. Trustee in accordance with its customary procedures. If the Issuer shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the U.S. Trustee for cancellation. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the U.S. Trustee shall be disposed of by the U.S. Trustee in accordance with its customary procedures.

Section 3.10. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 3.11. Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer. When a Note is presented to the Note Registrar or a co-registrar with a request to register a transfer, the Note Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are presented to the Note Registrar or a co-registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Note Registrar shall make the exchange as requested if the same requirements are met.

Section 3.12. CUSIP, ISIN and Common Code Numbers. The Issuer in issuing the Notes may use CUSIP, ISINs and “Common Code” numbers (in each case, if then generally in use) in addition to serial numbers, and, if so, the U.S. Trustee shall use such CUSIP, ISINs and “Common Code” numbers in addition to serial numbers in notices of redemption, repurchase or other notices to Holders as a convenience to Holders;providedthat any such notice may state that no representation is made as to the correctness or accuracy of such CUSIP, ISINs and “Common Code” numbers either as printed on the Notes or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the U.S. Trustee in writing of any change in the CUSIP, ISINs and “Common Code” numbers applicable to the Notes.

Section 3.13. Issuance of Additional Notes. The Issuer may, subject to Section 10.11 and Section 10.12 of this Indenture, issue additional Notes having identical terms and conditions to the Initial Notes issued on the Issue Date (the “Additional Notes”), except, if applicable, the initial Interest Payment Date and the initial interest accrual date. The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase;provided,however, that a separate CUSIP or ISIN will be issued for the Additional Notes, unless the Initial Notes and the Additional Notes are treated as fungible for U.S. federal income tax purposes. Additional Notes may be issued where the proceeds thereof are (i) not subject to the requirements set forth below under Article Fifteen;provided that the Holders of any Additional Notes that are issued pursuant to this clause (i) shall nonetheless be entitled to enforce the Issuer’s compliance with the requirements set forth below under Article Fifteen and such Additional Notes shall be treated as a single class for all purposes under this Indenture, including with respect to waivers and amendments, with all other Notes under this Indenture; or (ii) subject to additional or different requirements than those set forth below under Article Fifteen ;provided that (x) the Holders of any Additional Notes that are issued pursuant to this clause (ii) shall nonetheless be entitled to enforce the Issuer’s compliance with the requirements set forth below under Article Fifteen and such Additional Notes shall be treated as a single class for all purposes under this Indenture, including with respect to waivers and amendments, with all other Notes under this Indenture and (y) the Holders of any other Notes under this Indenture shall nonetheless be entitled to enforce the Issuer’s compliance with any additional or different requirements with respect to the proceeds of such Additional Notes issued pursuant to this clause (ii).

Section 3.14. Payment of Additional Amounts.

(a) All payments made by or on behalf of the Issuer under or with respect to the Notes, or by or on behalf of any Guarantor under or with respect to any Guarantee (the Issuer and any Guarantor each being a “Payor”), are required to be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter referred to collectively as “Taxes”) imposed or levied by or on behalf of any jurisdiction in which any Payor is, at any relevant time, incorporated, organized, otherwise carrying on business or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made by or on behalf of any Payor (including, without limitation, the jurisdiction of any Paying Agent) and in each case, any political subdivision or Taxing Authority thereof or therein (each, a “Relevant Taxing Jurisdiction”), except to the extent any such withholding or deduction is required by law or by the interpretation or administration thereof.

(b) If any Payor or any other applicable withholding agent is so required to withhold or deduct any amount for, or on account of, Taxes imposed by any Relevant Taxing Jurisdiction in respect of any payment made by or on behalf of any Payor under or with respect to the Notes or any Guarantee, the Issuer or the applicable Guarantor will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder and beneficial owner of Notes (including Additional Amounts) after such withholding or deduction (including any such withholding or deduction in respect of such Additional Amounts) will not be less than the amount such Holder or beneficial owner of Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligations to pay Additional Amounts do not apply to (1) any Canadian Taxes imposed on a payment to a Holder or beneficial owner of Notes by reason of (i) such Holder or beneficial owner not dealing at arm’s length (within the meaning of theIncome Tax Act(Canada) (the “Tax Act”)) with any Payor, (ii) such Holder or beneficial owner being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of any Payor or not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of any Payor; or (iii) any Payor being a “specified entity” (as defined in subsection 18.4(1) of the Tax Act) in respect of such Holder or beneficial owner; (2) any Taxes imposed or deducted or withheld by reason of the Holder or beneficial owner of Notes being a person which is a “reverse hybrid entity” (within the meaning of subsection 18.4(1) of the Tax Act, as proposed to be amended by the draft legislative proposals released on January 29, 2026 and July 23, 2026, as may ultimately be enacted); (3) any Taxes, to the extent that such Taxes would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner of Notes (or a fiduciary, settlor, beneficiary, partner, member, shareholder or other equity interest owner of, or possessor of power over, the relevant Holder or beneficial owner of Notes, if the relevant Holder or beneficial owner of Notes is an estate, trust, nominee, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction including, for greater certainty and without limitation, being organized or having its principal office therein, being or having been a citizen, resident or national thereof, having been incorporated in, or being or having been present or engaged in a trade or business therein or maintaining a permanent establishment or other physical presence in the Relevant Taxing Jurisdiction, other than any such connections resulting solely from the acquisition, ownership or holding of such note or a beneficial interest therein or the enforcement of rights thereunder or under any Guarantee or the receipt of any payment under or in respect of any note or any Guarantee); (4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes; (5) any Taxes imposed on or deducted or withheld from a payment if the payment could have been made without such imposition, deduction or withholding if the Holder or beneficial owner had presented the note for payment within 30 days after the date on which such payment on such note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder or beneficial owner would have been entitled to such Additional Amounts had the note been presented on the last day of such 30 day period); (6) any Taxes imposed by reason of the Holder’s or beneficial owner’s failure to comply with any certification, documentation, information or other reporting or evidentiary requirement concerning such Holder’s or beneficial owner’s nationality, citizenship, residence, identity or other connection with the Relevant Taxing Jurisdiction or otherwise establishing the right to benefit from an exemption from, or reduction in the rate of, withholding or deduction, if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes to which such Holder or beneficial owner is entitled and such Holder or beneficial owner is legally eligible for the Tax exemption or reduction in question (provided that in the case of any imposition of any such new, or change in any such existing, certification, documentation, information or other reporting or evidentiary requirement that applies to Holders or beneficial owners of Notes that are not residents of Canada, at least 60 days prior to the effective date of any such imposition or change, the Issuer will give written notice, in the manner provided for in this Indenture, to the Trustees and the applicable Holders of Notes then outstanding of such imposition or change, as the case may be, and provide the Trustees and such Holders with such forms or documentation, if any, as may be required to comply with such new or changed certification, documentation, information or other reporting or evidentiary requirement); (7) any Taxes, which would have been avoided by such Holder or beneficial owner by presenting the relevant note (if presentation is required) to another Paying Agent (if there is one); (8) any Taxes imposed or withheld pursuant to Sections 1471 through 1474 of the Code as of the Issue Date (or any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, or any intergovernmental agreements (or any fiscal or regulatory legislation, rules or practices adopted pursuant thereto) implementing such Sections of the Code; (9) any Taxes that are payable other than by deduction or withholding with respect to payments made under or with respect to the Notes or any Guarantee, provided that, for purposes of this clause (9), any Canadian Taxes imposed on any Holder or beneficial owner of Notes imposed pursuant to Regulation 803 of the Income Tax Regulations (Canada) or any similar or successor provisions shall be deemed to be a Tax payable by deduction or withholding with respect to payments made under or with respect to the Notes or a Guarantee; (10) any Taxes imposed on or with respect to any payment by any Payor to a Holder of Notes, if such Holder is a fiduciary, partnership, or any person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of the applicable Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, that would not have been entitled to such Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder of Notes; or (11) any combination of any of the above clauses (1) through (10) (any such Tax in respect of which Additional Amounts are payable, an “Indemnified Tax”).

(c) The applicable Payor, if it is the applicable withholding agent, will make any required withholding or deduction and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The applicable Payor will use reasonable efforts to obtain official receipts or other documentation evidencing the payment of the Taxes with respect to which Additional Amounts are paid and, if obtained, will provide such receipts or other documentation to the Trustee. Such receipt or other documentation shall be made available to the Holders or beneficial owners of Notes upon written request.

(d) If any Payor is or will become obligated to pay Additional Amounts under or with respect to any payment made on the Notes or any Guarantee, at least 30 days prior to the date of such payment (unless such obligation arises after the 35th day prior to the date on which such payment is due and payable, in which case it will be promptly thereafter), such Payor will deliver to the U.S. Trustee an Officer*’*s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the U.S. Trustee or any applicable Paying Agent to pay Additional Amounts to Holders on the relevant payment date. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such an Officer’s Certificate, the Trustee may assume without inquiry (and with no liability) that no such Additional Amounts are payable. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether any Additional Amounts are payable, or with respect to the nature, extent, or calculation of any taxes or the amount of any Additional Amounts are owed. If any Payor has paid Additional Amounts directly to the persons entitled to it, the Payor shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment.

(e) Whenever in this Indenture there is mentioned in any context: (1) the payment of principal; (2) redemption prices or purchase prices in connection with a redemption or purchase of Notes; (3) interest; or (4) any other amount payable on or with respect to any of the Notes or any Guarantee; such reference shall be deemed to include payment of Additional Amounts as described under this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(f) The Payors will, jointly and severally, indemnify and hold harmless the U.S. Trustee and each Holder and beneficial owner of the Notes for the amount of any Indemnified Taxes levied or imposed and paid by the U.S. Trustee or such Holder or beneficial owner as a result of payments made under or with respect to the Notes or any Guarantee, or with respect to any indemnification payments under this sentence.

(g) The Payors will pay any present or future stamp, issue, registration, transfer, court or documentary taxes or any other excise, property or similar Taxes that arise (1) in any Relevant Taxing Jurisdiction in connection with the execution, issuance, delivery, registration, or enforcement of, or receipt of any payments with respect to, the Notes, any Guarantee, this Indenture or any other document or instrument in relation thereto, or (2) in any jurisdiction other than a Relevant Taxing Jurisdiction, to the extent such Taxes described in this clause (2) result from, or are required to be paid in connection with, the enforcement of the Notes, any Guarantee, this Indenture or any other document or instrument in relation thereto following the occurrence of any Event of Default with respect to the Notes or any Guarantee, and, in each case will indemnify the Holders and beneficial owners of Notes for any such amounts paid by such Holders or beneficial owners.

(h) The obligations described under this section will survive any termination, defeasance or discharge of this Indenture and will applymutatis mutandisto any jurisdiction in which any successor Person to any Payor is, at any relevant time, incorporated, organized, otherwise carrying on business or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made by or on behalf of such successor under or with respect to the Notes or any Guarantee (including, without limitation, the jurisdiction of any Paying Agent), and in each case, any political subdivision or Taxing Authority thereof or therein.