banif finance, ltd.

Default), all unmatured Coupons relating thereto (whether or not still attached) shall become void andno payment will be made in respect thereof.(g)(h)(i)(j)Payments on business days: If the due date for payment of any amount in respect of any Note orCoupon is not a Payment Business Day in the place of presentation, the holder shall not be entitled topayment in such place of the amount due until the next succeeding Payment Business Day in suchplace and shall not be entitled to any further interest or other payment in respect of any such delay.Payments other than in respect of matured Coupons: Payments of interest other than in respect ofmatured Coupons shall be made only against presentation of the relevant Notes at the Specified Officeof any Paying Agent outside the United States (or in New York City if permitted by paragraph (c)above).Partial payments: If a Paying Agent makes a partial payment in respect of any Note or Couponpresented to it for payment, such Paying Agent will endorse thereon a statement indicating the amountand date of such payment.Exchange of Talons: On or after the maturity date of the final Coupon which is (or was at the time ofissue) part of a Coupon Sheet relating to the Notes, the Talon forming part of such Coupon Sheet maybe exchanged at the Specified Office of the Principal Paying Agent for a further Coupon Sheet(including, if appropriate, a further Talon but excluding any Coupons in respect of which claims havealready become void pursuant to Condition 14 (Prescription). Upon the due date for redemption ofany Note, any unexchanged Talon relating to such Note shall become void and no Coupon will bedelivered in respect of such Talon.12. Taxation(a)Gross up: All payments of principal and interest in respect of the Notes and the Coupons by or onbehalf of the Issuer or, if applicable, the Guarantor shall be made free and clear of, and withoutwithholding or deduction for or on account of, any present or future taxes, duties, assessments orgovernmental charges of whatever nature imposed, levied, collected, withheld or assessed by or onbehalf of the country of incorporation of the Issuer, or, if applicable, the Guarantor, or if different, thecountry of tax residence of the Issuer, or, if applicable, the Guarantor (in the case of the Issuer, the“Issuer Taxing Jurisdiction” and, in the case of the Guarantor, the “Guarantor Taxing Jurisdiction”) orany political subdivision therein or any authority therein or thereof having power to tax, unless thewithholding or deduction of such taxes, duties, assessments, or governmental charges is required bylaw. In that event, the Issuer or (as the case may be) the Guarantor shall pay such additional amountsas will result in receipt by the Noteholders and the Couponholders after such withholding or deductionof such amounts as would have been received by them had no such withholding or deduction beenrequired, except that no such additional amounts shall be payable in respect of any Note or Couponpresented for payment:(i)(ii)(iii)by or on behalf of a holder which is liable to such taxes, duties, assessments or governmentalcharges in respect of such Note or Coupon by reason of its having some connection with thejurisdiction by which such taxes, duties, assessments or charges have been imposed, levied,collected, withheld or assessed other than the mere holding of the Note or Coupon; orby or on behalf of a holder which is able to avoid such withholding or deduction by making adeclaration of non-residence or other claim for exemption to the relevant tax authority; orwhere such withholding or deduction is imposed on a payment to an individual and is requiredto be made pursuant to European Council Directive 2003/48/EC or any other Directiveimplementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 onthe taxation of savings income or any law implementing or complying with, or introduced inorder to conform to, such Directive; or31