Common use of Additional Amounts Clause in Contracts

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In (a) All payments made by the event that Company or any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments in respect Notes or the related Guarantees shall be made free and clear of the Securities and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of any Taxing Authority of Brazil or Luxembourg or other jurisdiction in which the Company, such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision paying agent of the Company or any authority thereof Guarantor is organized or therein having power to engaged in business for tax purposes (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless Taxes are required to be withheld or deducted by law or by the interpretation or administration thereof. If Taxes are required to be withheld or deducted by a Taxing Authority within any Taxing Jurisdiction, from any payment made by the Company or any Guarantor, as the case may be, then the Company or such withholding or deduction is required by law. In such eventGuarantor, such Guarantor will as the case may be, shall pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, each Holder of Notes (including Additional Amounts) after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which amount the Holder would otherwise have received if such Taxes had not been receivable in the absence of such withholding withheld or deductiondeducted; except provided, however, that no such Additional Amounts shall be payable on account of any taxes or duties whichwith respect to: (ai) are payable any Tax imposed by the United States or by any person acting as custodian bank political subdivision or collecting agent on behalf of a Holder, Taxing Authority thereof or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, ortherein; (bii) are payable by reason any Taxes that would not have been so imposed, deducted or withheld but for the existence of any connection between the Holder or beneficial owner havingof a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationof such Note, informationif the Holder or beneficial owner is an estate, documents nominee, trust, partnership, limited liability company or other evidence concerning corporation) and the nationality, residencerelevant Taxing Jurisdiction (including being a citizen or resident or national of, or identity of the Holder and beneficial owner carrying on a business or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as maintaining a precondition to exemption frompermanent establishment in, or a reduction in being physically present in, the rate of withholding or deduction relevant Taxing Jurisdiction), other than the mere receipt of such taxes, orpayment or the ownership or holding or enforcement of such Note; (diii) consist of any estate, inheritance, gift, sales, value-added, excise, transfer, transfer or personal property Tax or similar taxes, orTax; (eiv) are imposed on any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Notes or the Guarantees; (v) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of a Note or beneficial owner of any payment on the Guarantee of such Note had (A) made a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (B) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable Guarantor law, treaty, regulation, or official administrative practice of the Taxing Jurisdiction 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 registered 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 Taxing Jurisdiction, Holders at that time have been notified by such 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); (vi) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or 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 if would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (vii) any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment or Note, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole actual Holder of such Note; (viii) any Luxembourg registration duties (droit d’enregistrement) payable in the case of a voluntary registration of the Notes (and/or any document in relation therewith) by any holder or beneficial owner of this Securitysuch Notes with the Administration de l’Enregistrement des Domaines et de la TVA in Luxembourg, when such registration is not required to maintain, preserve or enforce the rights of that holder or beneficial owner under the Notes (and/or any document in relation therewith); or (f) are deducted or withheld pursuant to (iix) any European Union directive combination of items ‎(i) through ‎(viii) above. Notwithstanding any other provisions contained herein, each of the Issuers, any Guarantor or regulation concerning any other person making payments on behalf of the taxation of interest incomeIssuers shall be entitled to deduct and withhold as required, or (ii) and shall not be required to pay, any international treaty or understanding relating Additional Amounts with respect to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal deduction imposed on or interest in respect of any Note pursuant to Sections 1471 through 1474 of the Securities Code (commonly referred to as “FATCA”), any treaty, law, regulation or other official guidance enacted by any jurisdiction implementing FATCA, any agreement between either of the Issuers, any Guarantor or any other person and the United States or any jurisdiction implementing FATCA, or any law of any jurisdiction implementing an intergovernmental approach to FATCA. (b) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Note or any Guarantee, such mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In Unless otherwise specified in any Board Resolution of the Company or the relevant Guarantor establishing the terms of Securities of a series or the Guarantees relating thereto in accordance with Section 301, in the event that any a Guarantor becomes obligated under this Indenture to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such the Guarantor from payment of principal or interest made by it, ; or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, ; or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, ; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this such Security, ; or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, ; or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, ; or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, ; or (i) are payable for any combination of (a) through (h) above. References In addition, any amounts to be paid by the Company or any Guarantor on the Securities will be paid net of any FATCA Withholding. Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. Such payment of Additional Amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 301. Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the Securities net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in 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 set forth excluding Additional Amounts in those provisions hereof where such express mention is not made, provided, however, that the Indenture. The covenant regarding Additional Amounts provided for in this Section shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will ; provided further that the covenant regarding Additional Amounts provided for in this Section shall apply to the Company at any time when it is incorporated in a jurisdiction outside of the United States. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that Additional Amounts will not be payable by the Company or a Guarantor, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest 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 or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company or Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. Each of the Company and Guarantors covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Additional Amounts. In (a) All payments of principal of, premium, if any, and interest on the event that any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make Notes and all payments in respect of under the Securities Note Guarantees will be made without withholding or deduction for for, or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever (“Taxes”) nature imposed or levied by way of withholding or deduction at source within any jurisdiction in which the Company or any applicable Subsidiary Guarantor is organized or resident for tax purposes (or any political subdivision or taxing authority thereof or therein) or any jurisdiction from or through which payment is made by or on behalf of the Company or any Subsidiary Guarantor (including the jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident of any Paying Agent) (or any political subdivision or any taxing authority thereof or therein having power to tax therein) (the each, as applicable, a “Relevant Taxing Jurisdiction”) ), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In such event, the Company or the applicable Subsidiary Guarantor, as the case may be, will make such Guarantor deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary will result in order that receipt by the net Holder of such amounts as would have been received by the Holders, after such holder had no such withholding or deductiondeduction been required, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except provided that no such Additional Amounts shall will be payable for or on account of any taxes or duties whichof: (a1) are payable by any person acting as custodian bank tax, duty, assessment or collecting agent on behalf of a Holder, or otherwise in any manner which does other governmental charge that would not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, orhave been imposed but for: (bA) are payable by reason the existence of any present or former connection between the Holder or beneficial owner havingof such Note or Note Guarantee, as the case may be, and the Relevant Jurisdiction including, without limitation, such holder or beneficial owner being or having been a citizen 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, other than merely holding such Note or the receipt of payments thereunder or under the Note Guarantee; (B) the presentation of such Note (where presentation is required) more than thirty (30) days after the later of the date on which the payment of the principal of, premium, if any, or having hadinterest on, some personal such Note became due and payable pursuant to the terms thereof or business connection with was made or duly provided for, except to the extent that the holder thereof would have been entitled to such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or Additional Amounts if it had presented such Note for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, orpayment on any date within such 30-day period; (cC) are imposed or withheld by reason of the failure of the Holder holder or beneficial owner to comply with a timely request of the Company or any Subsidiary Guarantor addressed to the holder or beneficial owner, as the case may be, to provide certification, information, documents information concerning such holder’s or other evidence concerning the beneficial owner’s nationality, residence, identity or identity of connection with any Relevant Jurisdiction, if and to the Holder extent that due and beneficial owner timely compliance with such request would have reduced or to make eliminated any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of as to which Additional Amounts would have otherwise been payable to such taxes, holder; or (dD) consist 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; (2) any estate, inheritance, gift, sales, excisesale, transfer, excise or personal property or similar taxestax, assessment or other governmental charge; (3) any tax, duty, assessment or other governmental charge which is payable other than (i) by deduction or withholding from payments of principal of or interest on the Note or payments under the Note Guarantees, or (ii) by direct payment by the Company or applicable Subsidiary Guarantor in respect of claims made against the Company or the applicable Subsidiary Guarantor; (4) any tax arising pursuant to Sections 1471 - 1474 of the U.S. Internal Revenue Code of 1986, as amended, and any successor or amended version that is substantively comparable and not materially more onerous to comply with, any official interpretations thereof, current or future regulations or agreements entered pursuant thereto, any agreement entered pursuant thereto, any U.S. or non-U.S. law enacted in connection with an intergovernmental agreement related thereto, or any rules, regulations, or administrative guidance of any kind relating to any of the foregoing; or (e5) are imposed on any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (1), (2), (3) and (4); or (b) with respect to any payment by of the applicable Guarantor principal of, or premium, if any, or interest on, such Note or any payment under any Note Guarantee to such holder, if the registered Holder if such Holder holder is a fiduciary or fiduciary, partnership or any person other than the sole beneficial owner of such any payment to the extent that taxes 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 imposed on entitled to such payment Additional Amounts had such registered Holder that beneficiary, settlor, partner, or beneficial owner been the sole beneficial owner holder thereof. In addition to the foregoing, the Company and the Subsidiary Guarantors will also pay and indemnify the holder of this Securitya Note for any present or future stamp, or issue, registration, court or documentary taxes, or any other excise or property taxes, charges or similar levies (fincluding penalties, interest and other reasonable expenses related thereto) which are levied by any Relevant Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document or instrument referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee. The Company and the Subsidiary Guarantors will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld pursuant to (i) any European Union directive or regulation concerning from each Relevant Jurisdiction imposing such taxes, in such form as provided in the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Company, and will provide such certified copies to the Trustees and the Paying Agent. Such copies shall be made available to the Holders upon request and will be made available at the offices of the Paying Agent. The Company or the European Union is Subsidiary Guarantor, as applicable, will attach to each certified copy a party, or certificate stating (iiix) any provision that the amount of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable withholding taxes evidenced by reason of a change the certified copy was paid in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest connection with payments in respect of the Securities shall principal amount of Notes then outstanding and (y) the amount of such withholding taxes paid per $1,000 principal amount of the Notes. (c) Whenever there is mentioned in any context the payment of principal of, and any premium or interest, on any Note or under any Note Guarantee, such mention will be deemed to include any payment of Additional Amounts which may provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In (a) All payments made by the event that Company or any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments in respect Notes or the related Guarantees shall be made free and clear of the Securities and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of any Taxing Authority of Brazil or Luxembourg or other jurisdiction in which the Company, such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision paying agent of the Company or any authority thereof Guarantor is organized or therein having power to engaged in business for tax purposes (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless Taxes are required to be withheld or deducted by law or by the interpretation or administration thereof. If Taxes are required to be withheld or deducted by a Taxing Authority within any Taxing Jurisdiction, from any payment made by the Company or any Guarantor, as the case may be, then the Company or such withholding or deduction is required by law. In such eventGuarantor, such Guarantor will as the case may be, shall pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, each Holder of Notes (including Additional Amounts) after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which amount the Holder would otherwise have received if such Taxes had not been receivable in the absence of such withholding withheld or deductiondeducted; except provided, however, that no such Additional Amounts shall be payable on account of any taxes or duties whichwith respect to: (ai) are payable any Tax imposed by the United States or by any person acting as custodian bank political subdivision or collecting agent on behalf of a Holder, Taxing Authority thereof or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, ortherein; (bii) are payable by reason any Taxes that would not have been so imposed, deducted or withheld but for the existence of any connection between the Holder or beneficial owner havingof a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationof such Note, informationif the Holder or beneficial owner is an estate, documents nominee, trust, partnership, limited liability company or other evidence concerning corporation) and the nationality, residencerelevant Taxing Jurisdiction (including being a citizen or resident or national of, or identity of the Holder and beneficial owner carrying on a business or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as maintaining a precondition to exemption frompermanent establishment in, or a reduction in being physically present in, the rate of withholding or deduction relevant Taxing Jurisdiction), other than the mere receipt of such taxes, orpayment or the ownership or holding or enforcement of such Note; (diii) consist of any estate, inheritance, gift, sales, value-added, excise, transfer, transfer or personal property Tax or similar taxes, orTax; (eiv) are imposed on any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Notes or the Guarantees; (v) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of a Note or beneficial owner of any payment on the Guarantee of such Note had (A) made a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (B) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable Guarantor law, treaty, regulation, or official administrative practice of the Taxing Jurisdiction 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 registered 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 Taxing Jurisdiction, Holders at that time have been notified by such 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); (vi) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or 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 if would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (vii) any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment or Note, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole actual Holder of such Note; (viii) any Luxembourg registration duties (droit d’enregistrement) payable in the case of a voluntary registration of the Notes (and/or any document in relation therewith) by any holder or beneficial owner of this Securitysuch Notes with the Administration de l’Enregistrement des Domaines et de la TVA in Luxembourg, when such registration is not required to maintain, preserve or enforce the rights of that holder or beneficial owner under the Notes (and/or any document in relation therewith); or (fix) are deducted or withheld pursuant to any combination of items (i) through (viii) above. Notwithstanding any European Union directive other provisions contained herein, each of the Issuers, any Guarantor or regulation concerning any other person making payments on behalf of the taxation of interest incomeIssuers shall be entitled to deduct and withhold as required, or (ii) and shall not be required to pay, any international treaty or understanding relating Additional Amounts with respect to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal deduction imposed on or interest in respect of any Note pursuant to Sections 1471 through 1474 of the Securities Code (commonly referred to as “FATCA”), any treaty, law, regulation or other official guidance enacted by any jurisdiction implementing FATCA, any agreement between any of the Issuers, any Guarantor or any other person and the United States or any jurisdiction implementing FATCA, or any law of any jurisdiction implementing an intergovernmental approach to FATCA. (b) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Note or any Guarantee, such mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any this Security was presented to a particular paying agent for payment if the this Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the each Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by either Company or any Guarantor on the Securities of this series will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor either Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In (a) If the event that Issuer amalgamates, consolidates with, merges with or into, or sells, conveys, transfers or leases its property and assets substantially as an entirety to, any Guarantor becomes obligated to make payments in respect Person and the resulting, surviving or transferee Person is not organized and validly existing under the laws of the SecuritiesUnited States of America, any state thereof or the District of Columbia (such Guarantor will make Person or any successor thereto, the “Surviving Entity”), then all payments and deliveries made by, or on behalf of, the Surviving Entity under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Repurchase Price and the Redemption Price), payments of interest and deliveries of cash, Common Stock or other Reference Property (together with payment of cash in respect lieu of the Securities any fractional shares of Common Stock) upon conversion, shall be made without withholding or deduction for for, or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature (“Taxes”) imposed or levied by way of withholding or deduction at source within the jurisdiction, excluding the United States, in which the Surviving Entity is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of any the Surviving Entity for purposes of the tax law of that jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident (or any political subdivision or any taxing authority thereof or therein having power to tax therein) (the each, as applicable, a “Relevant Taxing Jurisdiction”) ), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such eventwithholding or deduction is so required, such Guarantor will the Surviving Entity shall pay to the Holders Holder of each Note such additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts amount received by the Holders, beneficial owners after such withholding or deduction, deduction (and after deducting any Taxes imposed or levied by a Relevant Taxing Jurisdiction on the Additional Amounts) shall equal the respective amounts of principal and interest which that would otherwise have been receivable in the absence of received by such beneficial owners had no such withholding or deductiondeduction been required; except provided that no such Additional Amounts shall will be payable for or on account of any taxes or duties whichof: (aA) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does Taxes to the extent such Taxes would not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, orhave been imposed but for: (b1) are payable by reason the existence of any present or former connection between the Holder or such beneficial owner having, or having had, some personal or business connection with owners of such Relevant Taxing Jurisdiction Note and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, including, without limitation, being or having been a national, domiciliary or resident of such Relevant Taxing 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, but excluding the mere holding or enforcement of such Note or the receipt of payments thereunder; (2) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) and interest on such Note or the delivery of cash, Common Stock and other Reference Property (together with payment of cash in lieu of any fractional shares of Common Stock) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or (c3) are imposed or withheld by reason of the failure of the Holder or such beneficial owner owners, to the extent they were legally entitled to do so, to comply with a timely request from the Surviving Entity to provide certification, information, documents or other evidence concerning the such Holder’s or such beneficial owners’ nationality, residence, identity or identity of connection with the Holder and beneficial owner Relevant Taxing Jurisdiction, or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements requirement relating to such matters, whether if and to the extent that due and timely compliance with such request is required or imposed by statute, treatyregulation, regulation treaty or administrative practice, as a precondition practice of the Relevant Taxing Jurisdiction in order to exemption from, reduce or a reduction in the rate of eliminate any withholding or deduction of as to which Additional Amounts would have otherwise been payable to such taxes, orHolder or beneficial owners; (dB) consist of any estate, inheritance, gift, salessale, transfer, excise, transfer, personal property or similar taxesTaxes; (C) any Taxes to the extent such Taxes result from the presentation of any Note for payment (where presentation is required for payment) and the payment can be made without such withholding or deduction by the presentation of the Note for payment to at least one other Paying Agent in a member state of the European Union; (D) any Taxes that are payable otherwise than by withholding from payments under or with respect to the Notes; (E) any Taxes required by sections 1471 through 1474 of the Code (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (eF) are imposed on or any combination of Taxes referred to in the preceding clauses (A) through (E). Furthermore, Additional Amounts shall not be paid for any Taxes with respect to any payment by of the applicable Guarantor principal of (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) and interest on such Note or the delivery of cash, Common Stock or other Reference Property (together with payment of cash in lieu of any fractional shares of Common Stock) upon conversion of such Note to a Holder, if the registered Holder if such Holder is a fiduciary or fiduciary, partnership or any person Person other than the sole beneficial owner of such that payment to the extent that taxes such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts had such registered Holder that beneficiary, settlor, partner, member or beneficial owner been the sole beneficial owner of this Security, orHolder thereof. (fb) are deducted Any reference in the Indenture or withheld the Notes in any context to the delivery of cash, Common Stock or other Reference Property (together with payment of cash in lieu of any fractional shares of Common Stock) upon conversion of any Note or the payment of principal of (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Section 4.07. (ic) As a condition to receiving any European Union directive Additional Amounts, each Holder entitled to any Additional Amounts shall cooperate with the Surviving Entity and the Trustee in complying with any timely request from the Surviving Entity to provide any certification, information, documents or regulation concerning the taxation of interest incomeother evidence to confirm such Holder’s nationality, residence, identity or (ii) any international treaty or understanding relating to such taxation and to which connection with the Relevant Taxing Jurisdiction (or to make any declaration or satisfy any other reporting requirement relating to such matters), if and to the European Union extent that due and timely compliance with such request is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directiverequired by statute, regulation, treaty or understanding, or (g) are payable by reason administrative practice of a change the Relevant Taxing Jurisdiction in law order to reduce or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because eliminate any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are deduction as to which Additional Amounts would have otherwise been payable for any combination of (a) through (h) aboveto such Holder. References Each Holder entitled to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be shall cooperate with the Surviving Entity and the Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable as set forth in respect thereof to assist the IndentureSurviving Entity or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. The covenant regarding Issuer shall furnish to the Trustee documentation reasonably satisfactory to the Trustee evidencing payment of any Taxes so deducted or withheld and the amount of any Additional Amounts shall not apply to any Guarantor at any time when payable thereon. Copies of such Guarantor is incorporated in a jurisdiction in documentation will be made available by the United States, and will apply Trustee to the Company relevant Holders upon written request to the Trustee. (d) The obligations under this Section 4.07 shall survive any time it is incorporated in a jurisdiction outside termination or discharge of the United StatesIndenture and any transfer by a Holder or beneficial owner of its Notes.

Additional Amounts. In the event that any Guarantor becomes obligated If specified pursuant to make Section 3.01, all payments in respect made by or on behalf of the Securities, such Guarantor will make all payments in Company under or with respect of to the Securities of any series will be made free and clear of and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other government charge (including penalties, interest and other liabilities related thereto) imposed or levied by way of withholding or deduction at source by or on behalf of the Government of Canada or of any jurisdiction in which such Guarantor is incorporated, organized, province or otherwise tax resident territory thereof or any political subdivision or by any authority or agency therein or thereof or therein having power to tax (“Canadian Taxes”), unless the “Relevant Taxing Jurisdiction”) unless such withholding or deduction Company is required to withhold or deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. In such eventIf the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Securities, such Guarantor the Company will pay to the Holders as additional interest such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, each Holder after such withholding or deductiondeduction (including with respect to Additional Amounts) will not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, shall equal however, that no Additional Amounts will be payable with respect to a payment made to a Holder (an “Excluded Holder”) if the respective amounts Holder or the beneficial owner of principal and interest which would otherwise have been receivable in some or all of the absence payment to the Holder (i) does not deal at arm’s length with the Company (for purposes of the Income Tax Act (Canada)) at the time of the making of such withholding or deduction; except that no payment, (ii) is subject to such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Canadian Taxes by reason of the Holder or beneficial owner havingits failure to comply with any certification, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationidentification, information, documents documentation or other evidence concerning the nationalityreporting requirement if compliance is required by law, residenceregulation, administrative practice or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes, (iii) is subject to such Canadian Taxes by reason of its being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder, or (iv) is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of its legal nature. The Company will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 60 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence of such taxes, or (d) consist payment by the Company. If as a result of any estate, inheritance, gift, sales, excise, transfer, personal property payment by or similar taxes, or (e) are imposed on behalf of the Company under or with respect to the Securities of any payment by series, any Holder is required to pay tax under Part XIII of the applicable Guarantor Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the registered Holder if Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder is a fiduciary or partnership or any person (other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered a Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning with which the taxation Company does not deal at arm’s length (for the purposes of interest income, or the Income Tax Act (Canada)) at the time of the making of such payment; (ii) any international treaty or understanding relating which is subject to such taxation Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement 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 Canadian Taxes for the payment of any such taxes, together with any interest, penalties and to which the Relevant Taxing Jurisdiction or the European Union is a partyexpenses in connection therewith, or (iii) any provision which is subject to such Canadian Taxes because it is not entitled to the benefit of law implementing, or complying with, or introduced to conform with, such directive, regulation, an otherwise applicable tax treaty or understanding, or (g) are payable by reason of the legal nature of such Holder). All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a change payment hereunder, the Company will deliver to the Trustees and to any Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in law or practice that becomes effective more than 30 days after the relevant payment of this Indenture to interest, principal or interest becomes due, other payments made or is duly provided for and written notice thereof is provided to be made by the Holders, whichever occurs later, or (h) are payable because any Security was presented Company with respect to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed also to include any refer to the payment of Additional Amounts which provided for in Section 3.01 that may be payable as set forth in the Indenturerespect thereof. The covenant regarding Additional Amounts provisions of this Section 11.05 shall not apply to survive any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United Statestermination, and will apply to the Company any time it is incorporated in a jurisdiction outside defeasance or discharge of the United Statesthis Indenture.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any this Security was presented to a particular paying agent for payment if the this Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Securities of this series will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “"Relevant Taxing Jurisdiction”") unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In (a) All payments made by or on behalf of the event that Company or any Guarantor becomes obligated (each such person who pays or credits such amounts, a “Payor”) under or with respect to make payments in respect of the SecuritiesNotes or any Note Guarantee will be made free and clear of, such Guarantor will make all payments in respect of the Securities and without deduction or withholding or deduction for for, or on account of of, any and all present or future taxes income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or duties of whatever nature imposed withholdings (hereinafter referred to as “taxes”) now or levied by way of withholding hereafter imposed, levied, collected, withheld or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor Payor is incorporated, organized, resident or otherwise carrying on business for tax resident purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or any authority thereof or therein having of the foregoing that has the power to tax (the each, a “Relevant Taxing Jurisdiction”) ), unless such the deduction or withholding or deduction is required by law. In such eventapplicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Notes, such Guarantor the Payor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts received by the Holderseach Holder (including Additional Amounts), after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by (including withholding or deduction attributable to Additional Amounts payable hereunder), shall not be less than the amount the Holder would have received had no such Guarantor from payment of principal deduction or interest made by it, orwithholding been required. (bc) are However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner havingpurchasing, holding or disposing of the Notes; (ii) taxes imposed on, or having haddeducted or withheld from, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the Guarantees arerelevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or for purposes (b) if the full amount of taxation are deemed the monies payable on such date have not been received by the Trustee on or prior to besuch due date, derived from sources inthe date on which the full amount of such monies having been so received, or are secured provided that notice to that effect is duly given to Holders of the Notes in the Relevant Taxing Jurisdiction, or accordance with this Indenture; (ciii) are taxes imposed or withheld by reason of the failure of by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence, residence or identity of the Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements requirement relating to such matters, whether within 30 days after a specific written request therefor from a Payor, which is required or imposed by statute, treatylaw, regulation or administrative practice, practice or applicable treaty as a precondition to exemption from, from or a reduction in the rate of deduction or withholding of all or deduction part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or , at any time, not dealing at arm’s length (dwithin the meaning of the Tax Act) consist with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, transferuse, personal property property, transfer or similar taxestax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, orwithin 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) are The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership Note or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform withNote Guarantee, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities reference shall be deemed to include any the payment of Additional Amounts which may or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In (a) All payments by the event that any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments Issuer in respect of the Securities or by the Company in respect of the Company Guarantee shall be made without withholding or deduction for or on account of any present or future taxes taxes, duties, assessments, or duties other governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Cayman Islands, Brazil or any other jurisdiction or political subdivision thereof in which such Guarantor the Issuer or the Company is organized or incorporated, organizedas applicable, or otherwise is a resident for tax resident or any political subdivision or any authority thereof or therein purposes having power to tax (the a “Relevant Taxing Jurisdiction”) ), unless the Issuer or the Company is compelled by law to deduct or withhold such withholding taxes, duties, assessments, or deduction is required by lawgovernmental charges. In such event, the Issuer or the Company shall make such Guarantor will pay deduction or withholding, make payment of the amount so withheld to the Holders appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts received receivable by the Holders, Holders of Securities after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no deduction (“Additional Amounts”). No such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (a1) are payable by any person acting as custodian bank to, or collecting agent to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Security by reason of the existence of any present or former connection between such Holder (or beneficial owner between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, a limited liability company or a corporation) and the Relevant Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, some personal a permanent establishment therein, other than the mere holding of the Security or business connection enforcement of rights and the receipt of payments with respect to the Security; (2) in respect of Securities presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder of such Relevant Taxing Jurisdiction Security would have been entitled to such Additional Amounts, on surrender of such note for payment on the last day of such period of 30 days; (3) where such Additional Amount is imposed on a payment to an individual and not merely is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000; (4) 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 fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed such Holder’s failure to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide comply with any certification, information, documents identification or other evidence reporting requirement concerning the nationality, residence, identity or identity of connection with the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersRelevant Jurisdiction, whether if (i) compliance is required or imposed by statute, treaty, regulation or administrative practicethe Relevant Jurisdiction, as a precondition to to, exemption from, or a reduction in the rate of withholding of, the tax, assessment or deduction of other governmental charge and (ii) the Issuer has given the holders at least 30 days’ notice that Holders will be required to provide such taxescertification, oridentification or other requirement; (d5) consist in respect of any estate, inheritance, gift, sales, excise, transfer, capital gains, excise or personal property or similar taxestax, assessment or governmental charge; (6) 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 Security or by direct payment by the Issuer or the Company in respect of claims made against the Issuer or the Company; or (e7) are imposed on or with in respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) the above. References All references to principal or and interest in respect of the Securities shall be deemed also to include refer to any Additional Amounts Amounts, unless the context requires otherwise, which may be payable as set forth in this Indenture or in the Indenture. The covenant regarding Securities. (b) In addition, no Additional Amounts shall not apply be paid with respect to any Guarantor at any time when such Guarantor payment on a Security to a Holder who is incorporated 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 Relevant Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a jurisdiction in the United States, and will apply limited liability company or a beneficial owner who would not have been entitled to the Company any time it is incorporated in a jurisdiction outside of Additional Amounts had that beneficiary, settlor, member or beneficial owner been the United StatesHolder.

Additional Amounts. In (a) All payments of interest by the event that any Guarantor becomes obligated to make payments Corporation in respect of the SecuritiesInitial Debentures will be made free and clear of, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed similar imposts ("Taxes") imposed, levied, collected, withheld or levied by way of withholding or deduction at source assessed by or on behalf of the Government of Canada or of any jurisdiction in which such Guarantor is incorporated, organized, province or otherwise tax resident territory thereof or any political subdivision or by any authority thereof or agency therein having power to tax (the “Relevant "Taxing Jurisdiction”) "), unless such withholding or deduction is so required by lawlaw or by the interpretation or administration thereof by the relevant governmental authority or agency. In If any such eventwithholding or deduction is so required, such Guarantor the Corporation will pay to the Holders as additional interest such additional amounts (the “"Additional Amounts”") as shall be necessary will result in order that receipt by the net holders of Initial Debentures of such amounts as would have been received by the Holders, after them had no such withholding or deductiondeduction been required, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account with respect to a payment made to a holder of any taxes Initial Debentures for or duties whichin respect of: (ai) are payable by any person acting as custodian bank Taxes that would not have been imposed but for: (A) the holder or collecting agent on behalf Beneficial Holder of Initial Debentures being a Holderresident, domicile or national of, or engaged in business or maintaining an establishment or other presence in, or otherwise having some present or former connection with, the Taxing Jurisdiction (including, without limitation, by virtue of the holder or Beneficial Holder carrying on a business or having a place of business in any manner which does not constitute a deduction such jurisdiction), other than merely holding or withholding by ownership of such Guarantor from payment of principal or interest made by it, Initial Debenture; or (bB) are payable by reason the holder or Beneficial Holder not dealing at arm's length, within the meaning of the Holder or beneficial owner havingTax Act, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of Corporation at the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, relevant time; or (cC) are imposed all or withheld by reason any portion of the failure payment being deemed to be a dividend paid to the holder or Beneficial Holder pursuant to proposed subsection 214(16) of the Holder Tax Act or beneficial owner to provide certification, information, documents any amended or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or successor provision substantially similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, orthereto; (dii) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, Taxes; or (eiii) are any Taxes, deduction or withholding imposed on by reason of the failure of the holder or Beneficial Holder of a Initial Debenture to comply with certification, information or other reporting requirements if such compliance is required or imposed by a statute, treaty or regulation or is in accordance with administrative practice of the relevant Taxing Jurisdiction as a precondition to exemption from or reduction in all or part of such Taxes, deduction or withholding. (b) If any such withholding or deduction is so required, the Corporation will (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (c) Whenever in this Indenture there is mentioned, in any context, the payment of amounts based upon interest payable under or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform withInitial Debenture, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall mention will be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in respect thereof. (d) If the Indenture. The covenant regarding Additional Amounts Corporation fails to make any payment required by this Section 2.15, the Trustee shall not apply in no circumstances be required to make any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statespayment.

Additional Amounts. In the event that any Guarantor becomes obligated If specified pursuant to make Section 3.01, all payments in respect made by or on behalf of the Securities, such Guarantor will make all payments in Company under or with respect of to the Securities of any series will be made free and clear of and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other government charge (including penalties, interest and other liabilities related thereto) imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, the U.S. Government or otherwise tax resident or any political subdivision or by any authority or agency therein or thereof or therein having power to tax ("U.S. Taxes"), unless the “Relevant Taxing Jurisdiction”Company is required to withhold or deduct U.S. Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Company is so required to withhold or deduct any amount for or on account of U.S. Taxes from any payment made under or with respect to the Securities, the Company will pay as additional interest such additional amounts ("Additional Amounts") unless as may be necessary so that the net amount received by each Holder after such withholding or deduction (including with respect to Additional Amounts) will not be less than the amount the Holder would have received if such U.S. Taxes had not been withheld or deducted (a similar payment will also be made to each Holder, other than excluded holders (as defined herein), that is exempt from withholding but required to pay tax under the Internal Revenue Code of 1986, as amended (the "Code") directly on amounts otherwise subject to withholding): provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder (an "Excluded Holder") if the Holder or the beneficial owner of some or all of the payment to the Holder (i) does not deal at arm's length with the Company (for purposes of the Code) at the time of the making of such payment, (ii) is subject to such U.S. Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holdersregulation, after such withholding administrative practice or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such U.S. Taxes, (iii) is subject to such U.S. Taxes by reason of its being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with the U.S. otherwise than by the mere holding of Securities or the receipt of payments thereunder, or (iv) is subject to such U.S. Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of its legal nature. The Company will make such withholding or deduction of such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by and remit the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are full amount deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment authority as and when required in accordance with applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of principal or interest becomes dueany failure of the Company to withhold, or is duly provided for deduct and written notice thereof is provided remit to the Holders, whichever occurs later, or (h) are payable because any Security was presented relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to a particular paying agent for payment if the Security could have been presented Holders subject to another paying agent without any such withholding or deduction, or (i) are within 60 days after the date the payment of any U.S. Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence of such payment by the Company. - 77 - Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a payment hereunder, the Company will deliver to the Trustee and to any Paying Agent an Officers' Certificate stating the fact that such Additional Amounts will be payable for any combination of (a) through (h) aboveand the amounts so payable. References in this Indenture to interest, principal or interest in other payments made or to be made by the Company with respect of to the Securities shall be deemed also to include any refer to the payment of Additional Amounts which provided for in Section 3.01 that may be payable as set forth in the Indenturerespect thereof. The covenant regarding Additional Amounts provisions of this Section 11.05 shall not apply to survive any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United Statestermination, and will apply to the Company any time it is incorporated in a jurisdiction outside defeasance or discharge of the United Statesthis Indenture.

Additional Amounts. In the event that Unless otherwise provided in Section 3.1 for Securities of any Guarantor becomes obligated to make payments in respect of the Securitiesseries, such Guarantor will make all payments in made by the Company under or with respect of to the Securities will be required to be made free and clear of and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by way of withholding or deduction at source by or on behalf of the Government of Canada or of any jurisdiction in which such Guarantor is incorporated, organized, province or otherwise tax resident territory thereof or any political subdivision or by any authority or agency therein or thereof or therein having power to tax (hereinafter “Canadian Taxes”), unless the “Relevant Taxing Jurisdiction”) unless such withholding or deduction Company is required to withhold or deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof. In such eventIf the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Securities, such Guarantor the Company will pay to the Holders each Holder as additional interest such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, each Holder after such withholding or deduction, shall equal the respective amounts of principal deduction (and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no after deducting any Canadian Taxes on such Additional Amounts) will not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted. However, no Additional Amounts shall will be payable on account with respect to a payment made to a Holder (such Holder, an “Excluded Holder”) in respect of any taxes or duties whichthe beneficial owner thereof: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner with which the Company does not constitute a deduction or withholding by deal at arm’s length (within the meaning of the Tax Act) at the time of making such Guarantor from payment of principal or interest made by it, orpayment; (bii) are payable which is subject to such Canadian Taxes by reason of the Holder being a resident, domicile or beneficial owner havingnational of, or engaged in business or maintaining a permanent establishment or other physical presence in, or otherwise having hadsome connection with, some personal Canada or business connection with any province or territory thereof, otherwise than by the mere holding of Securities or the receipt of payments thereunder; (iii) which is subject to such Relevant Taxing Jurisdiction and not merely Canadian Taxes by reason of the fact that payments in respect of the Securities or the Guarantees areHolder’s failure to comply with any certification, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationidentification, information, documents documentation or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersif compliance is required by law, whether required regulation, administrative practice or imposed by statute, treaty, regulation or administrative practice, an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding or deduction of of, such taxes, Canadian Taxes; or (div) consist which is a “specified non-resident shareholder” of the Company, or not dealing at arm’s length with a “specified shareholder” of the Company, for purposes of subsection 18(5) of the Tax Act. The Company will also be required to: (i) make such withholding or deduction; and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will be required to furnish to the Holders of the Securities, within 60 days after the date the payment of any estateCanadian Taxes is due pursuant to applicable law, inheritancecertified copies of tax receipts or other documents evidencing such payment by the Company. The Company will be required to indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount, giftexcluding any payment of Additional Amounts by the Company, sales, excise, transfer, personal property or similar taxes, orof: (ei) are any Canadian Taxes so levied or imposed on and paid by such Holder as a result of payments made under or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, orSecurities; (fii) are deducted any liability (including penalties, interest and expenses) arising from or withheld pursuant with respect to Canadian Taxes subject to reimbursement under clause (i) of this paragraph; and (iii) any European Union directive or regulation concerning the taxation of interest income, Canadian Taxes imposed with respect to any reimbursement under clause (i) or (ii) in this paragraph; but excluding any international treaty such Canadian Taxes on such Holder’s net income or understanding relating to such taxation and to which capital. Wherever in this Indenture there is mentioned, in any context, the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal (and premium, if any), interest or interest becomes due, any other amount payable under or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented with respect to a particular paying agent for payment if the Security could have been presented to another paying agent without any Security, such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In the event that Unless otherwise provided in Section 301 for Securities of any Guarantor becomes obligated to make payments in respect of the Securitiesseries, such Guarantor will make all payments in made by the Company under or with respect of to the Securities will be made free and clear of and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by way of withholding or deduction at source by or on behalf of the Government of Canada or of any jurisdiction in which such Guarantor is incorporated, organized, province or otherwise tax resident territory thereof or any political subdivision or by any authority or agency therein or thereof or therein having power to tax (hereinafter "Canadian Taxes"), unless the “Relevant Taxing Jurisdiction”Company is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof. If the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Securities, the Company will pay to each Holder as additional interest such additional amounts ("Additional Amounts") unless as may be necessary so that the net amount received by each Holder after such withholding or deduction is required by law. In (and after deducting any Canadian Taxes on such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall will not be necessary in order that less than the net amounts amount the Holder would have received by the Holdersif such Canadian Taxes had not been withheld or deducted. However, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account with respect to a payment made to a Holder (such Holder, an "Excluded Holder") in respect of any taxes or duties whichthe beneficial owner thereof: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner with which the Company does not constitute a deduction or withholding by deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such Guarantor from payment of principal or interest made by it, orpayment; (bii) are payable which is subject to such Canadian Taxes by reason of the Holder being a resident, domicile or beneficial owner havingnational of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having had, some personal or business connection with Canada or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder; or (iii) which is subject to such Relevant Taxing Jurisdiction and not merely Canadian Taxes by reason of the fact that payments in respect of the Securities or the Guarantees areHolder's failure to comply with any certification, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationidentification, information, documents documentation or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersif compliance is required by law, whether required regulation, administrative practice or imposed by statute, treaty, regulation or administrative practice, an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes. The Company will also: (i) make such withholding or deduction of such taxes, ordeduction; and (dii) consist remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish to the Holders of the Securities, within 60 days after the date the payment of any estateCanadian Taxes is due pursuant to applicable law, inheritancecertified copies of tax receipts or other documents evidencing such payment by the Company. The Company will indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount, giftexcluding any payment of Additional Amounts by the Company, sales, excise, transfer, personal property or similar taxes, orof: (ei) are any Canadian Taxes so levied or imposed on and paid by such Holder as a result of payments made under or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, orSecurities; (fii) are deducted any liability (including penalties, interest and expenses) arising therefrom or withheld pursuant with respect thereto; and (iii) any Canadian Taxes imposed with respect to any reimbursement under clause (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) in this paragraph, but excluding any international treaty or understanding relating to such taxation and to which Canadian Taxes on such Holder's net income. Wherever in this Indenture there is mentioned, in any context, the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal (and premium, if any), interest or interest becomes due, any other amount payable under or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented with respect to a particular paying agent for payment if the Security could have been presented to another paying agent without any Security, such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments All amounts payable (whether in respect of the Securitiesprincipal, such Guarantor will make all payments interest or otherwise) in respect of the Securities will be made free and clear of and without withholding or deduction for or on account of any present or future taxes taxes, duties, levies, assessments or duties governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the Cayman Islands or any political subdivision thereof or any authority or agency therein or thereof or therein having power to tax (tax, unless the “Relevant Taxing Jurisdiction”) unless such withholding or deduction of such taxes, duties, levies, assessments or governmental charges is required by law. In such that event, the Company will pay, or cause to be paid, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) Amounts as shall may be necessary in order that the net amounts received receivable by the Holders, a Holder after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which that would otherwise have been receivable in the absence of by such Holder had no such withholding or deduction; deduction been required, except that no such Additional Amounts shall be payable in relation to any payment in respect of any of the Securities (a) to, or to a third party on behalf of, a person who is liable for such taxes, duties, levies, assessments or governmental charges in respect of such Security by reason of his having some connection with (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in) the Cayman Islands other than (i) the mere holding of such Security or (ii) the receipt of principal, Contingent Cash Interest, Liquidated Damages or other amount in respect of such Security; (b) presented for payment more than 30 days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such Additional Amounts on presenting the same for payment on or before the expiry of such period of 30 days; (c) on account of any taxes inheritance, gift, estate, personal property, sales or duties which: transfer or similar taxes, duties, levies, assessments or similar governmental charges; or (ad) on account of any taxes, duties, levies, assessments or governmental charges that are payable otherwise than by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of such Security. If the Securities Company becomes subject generally at any time to any taxing jurisdiction other than or in addition to the Guarantees areCayman Islands, references in this section to the Cayman Islands shall be read and construed as references to such other jurisdiction(s) and/or to the Cayman Islands. Notwithstanding anything herein to the contrary, in the event that any deduction or withholding on account of tax be required to be made, or for purposes of taxation are deemed to bebe made, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or connection with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning on the taxation of interest incomesavings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, implementing or complying with, or introduced in order to conform withto, such directive, regulationno additional amounts shall be payable or paid by the Company to any holder in respect of the Securities. Any reference in this Indenture to principal, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal premium or interest in respect of the Securities Securities, any redemption amount and any other amounts in the nature of principal, shall be deemed also to include refer to any Additional Amounts which that may be payable under this Indenture, and the express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provision hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture, if the Securities require the payment of Additional Amounts, at least 10 days prior to the first Relevant Date with respect to such Securities, and at least 10 days prior to each Relevant Date if there has been any change with respect to the matters set forth in the Indenturebelow-mentioned Officers' Certificate, the Company or its designee shall furnish to the Trustee, the Registrar and the Paying Agent an Officer's Certificate instructing the Trustee and such Paying Agents whether such payment of principal of or interest on the Securities shall be made to Holders who are Non-U.S. Persons without withholding for or on account of any tax assessment or other governmental charge described above due to the payment of Additional Amounts by the Company. The covenant regarding If any such payment of Additional Amounts shall not apply be required, then such certificate shall specify by country the amount, if any, required to any Guarantor at any time when be withheld on such Guarantor is incorporated in a jurisdiction in the United Statespayments to such Holders, and will apply the Company agrees to pay to the Company any time it is incorporated in a jurisdiction outside of Trustee, the United StatesRegistrar or the Paying Agent the Additional Amounts required.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated to make payments in respect of Company on the Securities, such Guarantor Notes will make all payments in respect of the Securities be made without withholding or deduction for for, or on account of of, any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of The Netherlands or any jurisdiction in which such Guarantor the Company or any Surviving Entity is incorporated, organized, organized or is otherwise resident for tax resident purposes or any political subdivision thereof or any authority thereof or therein having power to tax therein or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such the withholding or deduction of such Taxes is then required by law. In such eventIf any deduction or withholding for, such Guarantor or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Company with respect to the Notes, including payments of principal, redemption price, interest or premium, the Company will pay to the Holders such additional amounts (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received in respect of such payments by the HoldersHolders of the Notes or the Trustee, as the case may be, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account of any taxes or duties whichwith respect to: (a) are payable any payments on a Note held by any person acting as custodian bank or collecting agent on behalf of a Holder, Holder or otherwise beneficial owner who is liable for such Taxes in any manner which does not constitute a deduction or withholding by respect of such Guarantor from payment of principal or interest made by it, or (b) are payable Note by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in being physically present in, the Relevant Taxing Jurisdiction, or) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (cb) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, from all or a reduction part of such Taxes; (c) except in the rate case of withholding or deduction the winding up of such taxesthe Company, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or Note presented for payment (ewhere presentation is required) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided first made available for and written notice thereof is provided payment to the HoldersHolder. Such Additional Amounts will also not be payable where, whichever occurs laterhad the beneficial owner of the Note been the Holder of the Note, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could he would not have been presented entitled to another paying agent without any such withholding or deduction, or (i) are payable for any combination payment of Additional Amounts by reason of clauses (a) through to (hd) inclusive above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) Jurisdiction unless such withholding or deduction is required by law. In the event such eventwithholding or deduction is required by law, such Guarantor will pay to the Holders of the Notes such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the such Holders, after such withholding or deduction, shall equal the respective amounts of principal principal, interest and interest premium, if any, which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal principal, interest or interest premium, if any, made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities Notes or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Note if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this SecurityNote, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security the Note was presented to a particular paying agent for payment if the Security Note could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal principal, interest or interest premium in respect of the Securities Notes in this Thirteenth Supplemental Indenture shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenturethis Section 2.07. The covenant regarding Additional Amounts shall not apply References to payment, deduction or withholding by any Guarantor at any time when shall be deemed to include payment, deduction or withholding on such Guarantor is incorporated in a jurisdiction in Guarantor's behalf by its paying agent, including the United States, and will apply to Trustee or the Company any time it is incorporated in a jurisdiction outside of the United StatesSub-Paying Agent.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) Jurisdiction unless such withholding or deduction is required by law. In the event such eventwithholding or deduction is required by law, such Guarantor will pay to the Holders of the Notes such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the such Holders, after such withholding or deduction, shall equal the respective amounts of principal principal, interest and interest premium, if any, which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal principal, interest or interest premium, if any, made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities Notes or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Note if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this SecurityNote, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security the Note was presented to a particular paying agent for payment if the Security Note could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal principal, interest or interest premium in respect of the Securities Notes in this Fifteenth Supplemental Indenture shall be deemed to include any Additional Amounts which may be payable as set forth in this Section 2.07. References to payment, deduction or withholding by any Guarantor shall be deemed to include payment, deduction or withholding on such Guarantor's behalf by its paying agent, including the IndentureTrustee or the Sub-Paying Agent. The covenant regarding Additional Amounts This Section 2.07 shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code ("FATCA Withholding"). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In All amounts of principal and interest, if any, on the event that any Guarantor becomes obligated to make payments in respect of Contingent Capital Notes will be paid by the SecuritiesCompany without deduction or withholding for, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future taxes withholdings now or duties of whatever nature imposed hereafter imposed, levied, collected, withheld or levied by way of withholding or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “Relevant Taxing Jurisdiction”) ), unless such deduction or withholding or deduction is required by law. In If deduction or withholding of any such eventtaxes, such Guarantor levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, the Company will pay to the Holders such additional amounts in respect of the payment of any interest on (but not, for the avoidance of doubt, in respect of the payment of the principal amount of) the Contingent Capital Notes (“Additional Amounts”) as shall may be necessary in order that the net amounts received by in respect of any interest paid to the HoldersHolders of the Contingent Capital Notes, after such withholding deduction or deductionwithholding, shall equal the respective amounts amount of principal and any interest which would otherwise have been receivable payable in the absence respect of such withholding or deduction; except that Contingent Capital Notes had no such Additional Amounts shall be deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable on account of any taxes or duties whichdue but for the fact that: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or the beneficial owner havingof the Contingent Capital Note is a domiciliary, national or resident of, or having hadengaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some personal or business connection with such Relevant the Taxing Jurisdiction and not merely by reason other than the mere holding or ownership of a Contingent Capital Note, or the fact that payments collection of any payment of (or in respect of of) any interest on the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, orContingent Capital Notes (cii) are imposed the Contingent Capital Note is presented (where presentation is required) for payment more than 30 days after the date payment became due or withheld by reason was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the Contingent Capital Note for payment at the close of the failure of such 30 day period, (iii) the Holder or the beneficial owner of the Contingent Capital Note or the beneficial owner of any payment of (or in respect of) any interest on such Contingent Capital Note failed to comply with a request of the Company or its liquidator or other authorized Person addressed to the Holder (x) to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the Holder and or such beneficial owner or (y) to make any valid or timely declaration or other similar claim claim, which in the case of (x) or satisfy any other reporting requirements relating to such matters(y), whether is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Taxing Jurisdiction as a precondition to exemption from, or a reduction in relief from all or part of such deduction or withholding, (iv) the rate of withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such taxes, oran intergovernmental agreement, (dv) consist any combination of any estatesubclauses (i) through (iv) above, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or nor shall Additional Amounts be paid with respect to a payment of any payment by interest on the applicable Guarantor Contingent Capital Notes to the registered any Holder if such Holder who is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of the Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts, had such registered Holder it been the sole beneficial owner Holder. Whenever in this Eighth Supplemental Indenture there is mentioned, in any context, the payment of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest incomeon, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of, any Contingent Capital Notes such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in 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 as set forth in if express mention of the Indenture. The covenant regarding payment of Additional Amounts shall (if applicable) were made in any provisions hereof where such express mention is not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesmade.

Additional Amounts. In All payments by the event that any Guarantor becomes obligated to make payments Company in respect of the Securities, such Guarantor will make all payments Notes or the Guarantors in respect of the Securities Note Guarantees will be made free and clear of, and without withholding or deduction for for, or on account of any present or future taxes taxes, duties, assessments, or duties other governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which such Guarantor is incorporated, the Company or the Guarantors are organized, doing business or otherwise tax resident or any political subdivision or any authority thereof or therein having subject to the power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless the Company or the Guarantors are compelled by law to deduct or withhold such withholding taxes, duties, assessments, or deduction is required by lawgovernmental charges. In such event, the Company or the Guarantors, as applicable, will make such Guarantor will pay deduction or withholding, make payment of the amount so withheld to the Holders appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts received receivable by the Holders, Holders of Notes after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction; except that deduction (“Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (ai) are payable by any person acting as custodian bank to, or collecting agent to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Note by reason of the existence of any present or former connection between such Holder (or beneficial owner 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 relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, some personal a permanent establishment therein, other than the mere holding of the Note or business connection enforcement of rights under the Indenture and the receipt of payments with respect to the Note; (ii) in respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent that payments under such Relevant Taxing Jurisdiction Note would have been subject to withholdings and not merely the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days; (iii) where such Additional Amount is imposed and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (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 fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed such Holder's failure to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide comply with any certification, informationidentification, documents documentation or other evidence reporting requirement concerning the nationality, residence, identity or identity connection with the relevant Taxing Jurisdiction of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersHolder, whether if (1) compliance is required or imposed by statute, treaty, regulation or administrative practice, law as a precondition to to, exemption from, or a reduction in the rate of withholding of, the tax, assessment or deduction of other governmental charge and (2) the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such taxescertification, oridentification, documentation or other requirement; (dv) consist in respect of any estate, inheritance, gift, sales, excise, transfer, capital gains, excise or personal property or similar taxestax, 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 interest on the Note; (vii) in respect of any tax imposed on overall net income or any branch profits tax; or (eviii) are imposed on or in respect of any combination of the above. No Additional Amounts shall be paid with respect to any payment by the applicable Guarantor on a Note to the registered a Holder if such Holder who is a fiduciary fiduciary, a partnership, a limited liability company or partnership or any person other than the sole beneficial owner of such that payment to the extent that taxes payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a 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 imposed on such payment entitled to the Additional Amounts had such registered Holder that beneficiary, settlor, member or beneficial owner been the sole beneficial owner of this SecurityHolder. The Notes are subject in all cases to any tax, or (f) are deducted fiscal or withheld pursuant to (i) any European Union directive other law or regulation concerning or administrative or judicial interpretation. Except as specifically provided above, neither the taxation of interest incomeCompany nor the Guarantors shall be required to make a payment with respect to any tax, assessment or (ii) governmental charge imposed by any international treaty government or understanding relating to such taxation and to which a political subdivision or taxing authority thereof or therein. In the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice event that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided Additional Amounts actually paid with respect to the HoldersNotes are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, whichever occurs laterand, or (h) are payable because any Security was presented as a result thereof such Holder is entitled to make claim for a particular paying agent for payment if refund or credit of such excess from the Security could have been presented to another paying agent without any authority imposing such withholding or deductiontax, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall then such Holder shall, by accepting such Notes, be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply have assigned and transferred all right, title, and interest to any Guarantor at any time when such Guarantor is incorporated in claim for a jurisdiction in the United States, and will apply refund or credit of such excess to the Company any time it is incorporated in a jurisdiction outside of the United StatesCompany.

Additional Amounts. In (a) All payments of principal, premium, interest or any other amounts due and payable hereunder by the event that any Company or the Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities each Note shall be made without deduction or withholding or deduction for or on account of any present or future taxes taxes, penalties, fines, duties, assessments or duties other governmental charges of whatever whatsoever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, the British Virgin Islands or otherwise tax resident Argentina or by or within any political subdivision thereof or any authority thereof or therein having power to tax ("BVI Taxes" or "Argentine Taxes", respectively), unless the “Relevant Taxing Jurisdiction”) unless such withholding Company is compelled by law to so deduct or deduction is required by lawwithhold. In any such event, the Company or the Guarantor shall pay such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) Amounts in respect of BVI Taxes or Argentine Taxes, as shall applicable, as may be necessary in order to ensure that the net amounts received by the HoldersHolders of such Notes or the Trustee, as the case may be, after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which that would otherwise have been receivable in respect of such Notes in the absence of such withholding or deduction; , except that no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (ai) are payable by any person acting as custodian bank to or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or beneficial owner having, of a Note that is liable for BVI Taxes or having had, some personal or business connection with Argentine Taxes in respect of such Relevant Taxing Jurisdiction and not merely Note by reason of having some present or former connection with the fact that British Virgin Islands or Argentina (or any political subdivision or taxing authority thereof or therein) other than the mere holding or owning of such Note or the receipt of income or any payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, orthereof; (cii) are to or on behalf of a Holder or beneficial owner of a Note in respect of BVI Taxes or Argentine Taxes that would not have been imposed or withheld by reason of but for the failure of the Holder or beneficial owner of a Note to provide comply with any certification, identification, information, documents documentation or other evidence reporting requirement (within 30 days following a written request from the Company to the Holder for compliance) concerning the nationality, residence, residence or identity of the Holder and or beneficial owner if such compliance is required by applicable law, regulation, administrative practice or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, BVI Taxes or deduction of such taxes, orArgentine Taxes; (diii) consist to or on behalf of any estate, inheritance, gift, sales, excise, transfer, personal property a Holder of a Note in respect of BVI Taxes or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent Argentine Taxes that taxes would not have been imposed on but for the failure of such Holder to present a Note for payment had such registered Holder been the sole beneficial owner of this Security, or (fwhere presentation is required) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant later of (x) the date on which such payment of principal became due and (y) if the full amount payable has not been received by the Trustee on or interest becomes dueprior to such due date, or is duly provided for and written the date on which, the full amount having been so received, notice thereof is provided to that effect shall have been given to the HoldersHolders by the Trustee, whichever occurs later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 30-day period; or (hiv) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (ai), (ii) through and (h) aboveiii). References All references in this Indenture to principal principal, premium or interest in respect of the Securities payable hereunder shall be deemed to include references to any Additional Amounts which may be payable as set forth in the Indentureunder this Section with respect to such principal, premium or interest. The covenant regarding Additional Amounts shall not apply Company or the Guarantor, as applicable, will provide the Trustee with documentation evidencing the payment of any amounts deducted or withheld in accordance with this Section promptly upon the Company's payment thereof and copies of such documentation will be made available by the Trustee to Holders upon request. (b) The Company or the Guarantor, as applicable, will promptly pay when due any Guarantor at present or future stamp, court or documentary taxes or any time when other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or the Guarantee or any other document or instrument referred to herein or therein, excluding any such Guarantor is incorporated in a jurisdiction in the United Statestaxes, and will apply to the Company charges or similar levies imposed by any time it is incorporated in a jurisdiction outside of the United StatesBritish Virgin Islands or Argentina (except those resulting from, or required to be paid in connection with, the enforcement of such Note or the Guarantee or any other such document or instrument following the occurrence of any Event of Default).

Additional Amounts. In All payments made by the event that any Company under or with respect to a Note or by a Guarantor becomes obligated under or with respect to make payments in respect a Guarantee will be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by way of withholding or deduction at source by or on behalf of the government of The Netherlands or any other jurisdiction in which such the Company or any Guarantor is incorporated, organized, organized or otherwise is a resident for tax resident purposes or within or through which payment is made or any political subdivision or any taxing authority or agency thereof or therein having power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless the Company or such withholding or deduction Guarantor is required to withhold or deduct any such Taxes by lawlaw or by the interpretation or administration thereof. In If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Note or a Guarantee of such eventGuarantor, the Company or such Guarantor Guarantor, as applicable, will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, Holder of such Note (including Additional Amounts) after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence deduction of such withholding Taxes will not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deductiondeducted; except provided, however, that no such notwithstanding the foregoing, Additional Amounts shall will not be payable on account of any taxes or duties whichpaid with respect to: (a1) are payable by any person acting as custodian bank Taxes that would not have been so imposed, deducted or collecting agent on behalf withheld but for the existence of a Holder, any present or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of former connection between the Holder or beneficial owner havingof a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationof such Note, information, documents or other evidence concerning the nationality, residence, or identity of if the Holder and or beneficial owner is an estate, nominee, trust, partnership or to make any valid or timely declaration or similar claim or satisfy any corporation) and the relevant Taxing Jurisdiction (other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in than the rate of withholding or deduction mere receipt of such taxespayment or the ownership or holding of or the execution, ordelivery, registration or enforcement of such Note); (d2) consist subject to the last paragraph of this section, any estate, inheritance, gift, sales, excise, transfer, transfer or personal property tax or similar taxestax, orassessment or governmental charge; (e3) are imposed on any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note or Guarantee; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on such Note had (i) made a declaration of nonresidence, 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 relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of nonresidence or other claim or filing for exemption or such compliance is required by the applicable Guarantor law of the Taxing Jurisdiction 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 registered 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 Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, 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); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or 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 would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (6) any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such a 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; (7) any Taxes imposed on such a payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld to an individual and required to be made pursuant to European Council Directive 2003/48/EC (ithe “Directive”) or any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, implementing or complying with, or introduced in order to conform withto, the Directive; (8) any Note presented for payment by, or on behalf of, a Holder who would have been able to avoid such directive, regulation, treaty or understanding, Taxes by presenting the relevant note to another Paying Agent in a Member State of the European Union; or (g9) are payable by reason any combination of items (1) through (8) above. The foregoing provisions shall survive for a change period no longer than 60 days following any termination or discharge of the Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Company or a Guarantor. The Company or the applicable Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in law accordance with applicable law. The Company or practice that becomes effective more than the applicable Guarantor will furnish to the Trustee, within 30 days after the relevant date the payment of principal any Taxes deducted or interest becomes duewithheld is due pursuant to applicable law, or is duly provided for and written notice thereof is provided certified copies of tax receipts or, if such tax receipts are not reasonably available to the HoldersCompany or such Guarantor, whichever occurs latersuch other documentation that provides reasonable evidence of such payment by the Company or such Guarantor. Copies of such receipts or other documentation will be made available to the Holders or the Paying Agent, or (h) are payable because as applicable, upon request. At least 15 days prior to each date on which any Security was presented payment under or with respect to a particular paying agent for payment any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly delivered thereafter, if the Security could have been presented Company or any Guarantor will be obligated to another paying agent without pay Additional Amounts with respect to such payment, the Company or such Guarantor will deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable such Trustee and Paying Agent to pay such Additional Amounts to Holders of such Notes on the payment date. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. Whenever in the Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Note, such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenturerespect thereof. The covenant regarding Additional Amounts shall not apply to Company and the Guarantors 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, enforcement or registration of the Notes, the Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor at or any time when such Guarantor successor Person is incorporated in a organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the United Statesenforcement of the Notes, and will apply the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The Company any time it is incorporated in a jurisdiction outside and the Guarantors agree to indemnify the Holders of the United StatesNotes for any such non-excluded taxes paid by such Holders.

Additional Amounts. In All amounts of principal and interest, if any, on the event that any Guarantor becomes obligated to make payments in respect of Contingent Capital Notes will be paid by the SecuritiesCompany without deduction or withholding for, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future taxes withholdings now or duties of whatever nature imposed hereafter imposed, levied, collected, withheld or levied by way of withholding or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “Relevant Taxing Jurisdiction”) ), unless such deduction or withholding or deduction is required by law. In If deduction or withholding of any such eventtaxes, such Guarantor levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, the Company will pay to the Holders such additional amounts in respect of the payment of any interest on (but not, for the avoidance of doubt, in respect of the payment of the principal amount of) the Contingent Capital Notes (“Additional Amounts”) as shall may be necessary in order that the net amounts received by in respect of any interest paid to the HoldersHolders of the Contingent Capital Notes, after such withholding deduction or deductionwithholding, shall equal the respective amounts amount of principal and any interest which would otherwise have been receivable payable in the absence respect of such withholding or deduction; except that Contingent Capital Notes had no such Additional Amounts shall be deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable on account of any taxes or duties whichdue but for the fact that: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or the beneficial owner havingof the Contingent Capital Note is a domiciliary, national or resident of, or having hadengaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some personal or business connection with such Relevant the Taxing Jurisdiction and not merely by reason other than the mere holding or ownership of a Contingent Capital Note, or the collection of any payment of (or in respect of) any interest on the Contingent Capital Notes (ii) except in the case of a winding up of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured Company in the Relevant Taxing JurisdictionUnited Kingdom, orthe Contingent Capital Note is presented (where presentation is required) for payment in the United Kingdom, (ciii) are imposed the Contingent Capital Note is presented (where presentation is required) for payment more than 30 days after the date payment became due or withheld by reason was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the Contingent Capital Note for payment at the close of the failure of such 30 day period, (iv) the Holder or the beneficial owner of the Contingent Capital Note or the beneficial owner of any payment of (or in respect of) any interest on such Contingent Capital Note failed to comply with a request of the Company or its liquidator or other authorized Person addressed to the Holder (x) to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the Holder and or such beneficial owner or (y) to make any valid or timely declaration or other similar claim claim, which in the case of (x) or satisfy any other reporting requirements relating to such matters(y), whether is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Taxing Jurisdiction as a precondition to exemption from, or a reduction in relief from all or part of such deduction or withholding, (v) the rate of withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any Directive amending, supplementing or replacing such taxesDirective, or any law implementing or complying with, or introduced in order to conform to, such Directive or Directives, (vi) the withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental agreement, (vii) the Contingent Capital Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the Contingent Capital Note to another paying agent in a Member State of the European Union, or (dviii) consist any combination of any estatesubclauses (i) through (vii) above, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or nor shall Additional Amounts be paid with respect to a payment of any payment by interest on the applicable Guarantor Contingent Capital Notes to the registered any Holder if such Holder who is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of the Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts, had such registered Holder it been the sole beneficial owner Holder. Whenever in this First Supplemental Indenture there is mentioned, in any context, the payment of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest incomeon, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of, any Contingent Capital Notes such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in 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 as set forth in if express mention of the Indenture. The covenant regarding payment of Additional Amounts shall (if applicable) were made in any provisions hereof where such express mention is not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesmade.

Additional Amounts. In All payments by the event that any Guarantor becomes obligated to make payments Company in respect of the Securities, such Guarantor will make all payments Notes or the Guarantors in respect of the Securities Note Guarantees will be made free and clear of, and without withholding or deduction for for, or on account of any present or future taxes taxes, duties, assessments, or duties other governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which such Guarantor is incorporated, the Company or the Guarantors are organized, doing business or otherwise tax resident or any political subdivision or any authority thereof or therein having subject to the power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless the Company or the Guarantors are compelled by law to deduct or withhold such withholding taxes, duties, assessments, or deduction is required by lawgovernmental charges. In such event, the Company or the Guarantors, as applicable, will make such Guarantor will pay deduction or withholding, make payment of the amount so withheld to the Holders appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts received receivable by the Holders, Holders of Notes after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction; except that deduction (“Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (ai) are payable by any person acting as custodian bank to, or collecting agent to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Note by reason of the existence of any present or former connection between such Holder (or beneficial owner 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 relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, some personal a permanent establishment therein, other than the mere holding of the Note or business connection enforcement of rights under the Indenture and the receipt of payments with respect to the Note; (ii) in respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent that payments under such Relevant Taxing Jurisdiction Note would have been subject to withholdings and not merely the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days; (iii) where such Additional Amount is imposed and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (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 fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed such Holder’s failure to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide comply with any certification, informationidentification, documents documentation or other evidence reporting requirement concerning the nationality, residence, identity or identity connection with the relevant Taxing Jurisdiction of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersHolder, whether if (1) compliance is required or imposed by statute, treaty, regulation or administrative practice, law as a precondition to to, exemption from, or a reduction in the rate of withholding of, the tax, assessment or deduction of other governmental charge and (2) the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such taxescertification, oridentification, documentation or other requirement; (dv) consist in respect of any estate, inheritance, gift, sales, excise, transfer, capital gains, excise or personal property or similar taxestax, 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 interest on the Note; (vii) in respect of any tax imposed on overall net income or any branch profits tax; or (eviii) are imposed on or in respect of any combination of the above. No Additional Amounts shall be paid with respect to any payment by the applicable Guarantor on a Note to the registered a Holder if such Holder who is a fiduciary fiduciary, a partnership, a limited liability company or partnership or any person other than the sole beneficial owner of such that payment to the extent that taxes payment would not have been imposed on such payment had such registered Holder been be required by the sole beneficial owner relevant Taxing Jurisdiction to be included in the income, for tax purposes, of this Securitya beneficiary or settlor with respect to the fiduciary, or (f) a member of that partnership, an interestholder in a limited liability company or The Notes are deducted subject in all cases to any tax, fiscal or withheld pursuant to (i) any European Union directive other law or regulation concerning or administrative or judicial interpretation. Except as specifically provided above, neither the taxation 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. 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 income, to any such claim for a refund or (ii) any international treaty or understanding relating credit of such excess to such taxation and to which the Relevant Taxing Jurisdiction Company. Any reference in the Indenture or the European Union is a partyNotes to principal, interest or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are other amount payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall Notes by the Company or the Note Guaranty by the Guarantors will be deemed also to include refer to any Additional Amounts which Amount, unless the context requires otherwise, that may be payable as set forth with respect to that amount under the obligations referred to in this Paragraph 6. The foregoing obligation will survive termination or discharge of the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In the event that any Guarantor becomes obligated to make (a) All payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Company of principal of, and premium, if any, and interest on the Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by the Cayman Islands, Macau, any jurisdiction in which such Guarantor the Company is incorporated, organized, resident for tax purposes or otherwise tax resident any jurisdiction from or through which payments are made by or on behalf of the Company (or any political subdivision or any taxing authority thereof or therein having power to tax therein) (the each, as applicable, a “Relevant Taxing Jurisdiction”) ), unless such withholding or deduction is required by law. In such event, the Company will make such Guarantor withholding or deduction, make payment of the amount so withheld or deducted to the appropriate Governmental Authority as required by applicable law and will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary will result in order that receipt by the net Holder of such amounts as would have been received by the Holders, after such holder had no such withholding or deductiondeduction been required, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except provided that no such Additional Amounts shall will be payable with respect to any Note for or on account of any taxes or duties whichof: (a1) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does Taxes that would not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, orhave been imposed but for: (bA) are payable by reason the existence of any present or former connection between the Holder or beneficial owner havingof such Note, as the case may be, and the Relevant Jurisdiction including, without limitation, such holder or beneficial owner being or having been a citizen or resident of such Relevant Jurisdiction, being or having been treated as a resident of such Relevant Jurisdiction or being or having been present or engaged in a trade or business in such Relevant Jurisdiction or having or having had a permanent establishment in such Relevant Jurisdiction, other than merely holding such Note or the receipt of payments thereunder; (B) the presentation of such Note (where presentation is required) more than thirty (30) days after the later of the date on which the payment of the principal of, premium, if any, or having hadinterest on, some personal such Note became due and payable pursuant to the terms thereof or business connection with was made or duly provided for, except to the extent that the holder thereof would have been entitled to such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or Additional Amounts if it had presented such Note for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, orpayment on any date within such 30-day period; (cC) are imposed or withheld by reason of the failure of the Holder or beneficial owner of such Note to comply with a timely request of the Company addressed to such Holder or beneficial owner to provide certification, information, documents information concerning such Holder’s or other evidence concerning the beneficial owner’s nationality, residence, identity or identity of connection with the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, Relevant Jurisdiction; or (dD) consist 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; (2) any estate, inheritance, gift, salessale, transfer, excise, transferpersonal property, personal property net income or similar taxesTax; (3) any Tax arising pursuant to Sections 1471 – 1474 of the U.S. Internal Revenue Code of 1986, as amended, and any successor or amended version that is substantively comparable and not materially more onerous to comply with, any official interpretations thereof, current or future regulations or agreements entered pursuant thereto, any U.S. or non-U.S. law enacted in connection with an intergovernmental agreement related thereto, or any rules, regulations, or administrative guidance of any kind relating to any of the foregoing; (4) any Taxes that are payable other than (i) by withholding or deduction from payments of principal of, or premium (if any) or interest on the Note, or (ii) by direct payment by the Company in respect of claims made against the Company; or (e5) are imposed on or any combination of Taxes referred to in the preceding clauses (1), (2), (3) and (4) ; or (b) with respect to any payment by of the applicable Guarantor principal of, or premium, if any, or interest on, such Note to or for the registered Holder if such Holder is account of a fiduciary or fiduciary, partnership or other fiscally transparent entity or any other person (other than the sole beneficial owner of such payment payment) to the extent that taxes a beneficiary or settlor with respect to that fiduciary, or a partner or member of that partnership or fiscally transparent entity or a beneficial owner with respect to such other person, as the case may be, who would not have been imposed on entitled to such Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner held directly the Note with respect to which such payment had such registered Holder been the sole beneficial owner of this Security, orwas made. (fc) In addition to the foregoing, the Company will also pay and indemnify the Holder for any present or future stamp, issue, registration, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and other reasonable expenses related thereto) which are levied by any Relevant Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture or any other document or instrument referred to herein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes. The Company will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld pursuant to (i) any European Union directive or regulation concerning from each Relevant Jurisdiction imposing such taxes, in such form as provided in the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which ordinary course by the Relevant Taxing Jurisdiction or the European Union and as is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided reasonably available to the HoldersCompany, whichever occurs later, or and will provide such certified copies to the Trustee and the Paying Agent. Such copies shall be made available to the Holders upon request and will be made available at the offices of the Paying Agent. The Company will attach to each certified copy a certificate stating (hx) are payable because any Security that the amount of withholding taxes evidenced by the certified copy was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest paid in connection with payments in respect of the Securities shall principal amount of Notes then outstanding and (y) the amount of such withholding taxes paid per $1,000 principal amount of the Notes. (d) 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 include any payment of Additional Amounts which may provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated to make payments in respect of Company on the Securities, such Guarantor Notes will make all payments in respect of the Securities be made without withholding or deduction for for, or on account of of, any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of The Netherlands or any jurisdiction in which such Guarantor the Company or any Surviving Entity is incorporated, organized, organized or is otherwise resident for tax resident purposes or any political subdivision thereof or any authority thereof or therein having power to tax therein or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such the withholding or deduction of such Taxes is then required by law. In such eventIf any deduction or withholding for, such Guarantor or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Company with respect to the Notes, including payments of principal, redemption price, interest or premium, the Company will pay to the Holders such additional amounts (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received in respect of such payments by the HoldersHolders of the Notes or the Trustee, as the case may be, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account of any taxes or duties whichwith respect to: (a) are payable any payments on a Note held by any person acting as custodian bank or collecting agent on behalf of a Holder, Holder or otherwise beneficial owner who is liable for such Taxes in any manner which does not constitute a deduction or withholding by respect of such Guarantor from payment of principal or interest made by it, or (b) are payable Note by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in being physically present in, the Relevant Taxing Jurisdiction, or) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (cb) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, from all or a reduction part of such Taxes; (c) except in the rate case of withholding or deduction the winding up of such taxesthe Company, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or Note presented for payment (ewhere presentation is required) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided first made available for and written notice thereof is provided payment to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United StatesHolder.

Additional Amounts. In (a) All payments of principal, premium or interest by the event that any Guarantor becomes obligated to make payments Bank in respect of the Securities, such Guarantor Notes will make all payments in respect of the Securities be made without withholding or deduction for or on account of any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature imposed (including any interest or levied penalties related thereto) (“Taxes”) imposed, levied, collected, withheld or assessed by way of withholding Argentina or deduction at source any other jurisdiction in which the Bank is organized, resident or doing business for tax purposes or from or through which payments by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the Bank are made or any political subdivision or any authority thereof or taxing authority therein having power (each, a “relevant taxing jurisdiction”), unless the Bank is compelled by law to tax (the “Relevant Taxing Jurisdiction”) unless deduct or withhold such withholding or deduction is required by lawTaxes. In any such event, such Guarantor subject to the exceptions listed below, the Bank will pay to the Holders such additional amounts (the “Additional Amounts”) in respect of Taxes as shall may be necessary in order to ensure that the net amounts received by the Holders, holders or beneficial owners of such Notes after such withholding or deduction, shall deduction will equal the respective amounts of principal and interest which that would otherwise have been receivable in respect of such Notes in the absence of such withholding or deduction; except that no such . No Additional Amounts shall will be payable on account of any taxes or duties whichpayable: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does when such Taxes would not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of have been imposed but for the Holder fact that the holder or beneficial owner havingof Notes has a present or former, direct or having hadindirect, some personal or business connection with the relevant taxing jurisdiction (including, without limitation, a permanent establishment in the relevant taxing jurisdiction) other than the mere holding of such Relevant Taxing Jurisdiction Notes and not merely by reason the receipt of the fact that any payments in respect thereof or enforcement of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured rights in the Relevant Taxing Jurisdiction, orrespect thereof; (cii) are when such Taxes would not have been imposed or withheld by reason of but for the failure of the Holder holder or beneficial owner of Notes to provide comply with any reasonable certification, informationidentification, documents information or other evidence concerning reporting requirements regarding the nationality, residence, identity or identity connection with the relevant taxing jurisdiction of such holder or beneficial owner, as required by the Bank at least thirty (30) days before the applicable Interest Payment Date or principal payment date, as applicable, if such compliance is required by the laws or regulations of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, relevant taxing jurisdiction as a precondition to exemption from, or a reduction in the rate of withholding of, such Taxes; provided that any certification, identification, information or deduction of other reporting requirement would not be materially more onerous, in form, procedure or substance, than comparable information or other reporting requirements imposed under U.S. tax law, regulation and administrative practice (such taxesas IRS Forms W-8BEN, orW-8BEN-E and W-9); (diii) consist to or on behalf of a holder or beneficial owner of Notes in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges; (iv) to or on behalf of a holder or beneficial owner of Notes in respect of Taxes payable other than by withholding from payment of principal of, premium, if any, or interest on the Notes; (v) in respect of Taxes imposed by reason of the fact that Notes were presented for payment more than thirty (30) days after the later of the date on which such payment became due and the date on which payment thereof has been duly provided for and notice of such payment is given to the holders, except to the extent that the holder of such Notes would have been entitled to such Additional Amounts had such Notes been presented on any day during such 30-day period; (vi) in respect of any Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version of such Sections that is substantively comparable and not materially more onerous to comply with) (“FATCA”), any regulations or other guidance thereunder, any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or (evii) are imposed on or for any combination of items (i) through (vi) above; nor shall Additional Amounts be paid with respect to any payment by of the applicable Guarantor principal of, or any premium, if any, or interest on, any Notes to the registered Holder if such Holder any holder or beneficial owner of Notes who is a fiduciary or partnership or any person other pass-through entity or other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of the relevant taxing jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or other pass-through entity or beneficial owner who would not have been imposed on entitled to such payment Additional Amounts had such registered Holder it been the sole beneficial owner holder of this Security, orsuch Notes. (fb) are The Bank shall furnish to holders or beneficial owners of the Notes, the documentation evidencing payment of any Taxes deducted or withheld pursuant to (i) any European Union directive or regulation concerning from payment on the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, orNotes. (gc) are payable In the event that the Bank pays any personal property tax in respect of the Notes, in accordance with Argentine Law 23,966, as may be amended or modified, the Bank hereby waives any right it may have under Argentine law to seek reimbursement (whether by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment deduction from payments of principal or interest becomes due, on such Notes or is duly provided for and written notice thereof is provided to otherwise) from the Holders, whichever occurs later, orholder or beneficial owner of the Notes of any such amounts paid. (hd) are payable because any Security was presented All references in the Indenture to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deductionprincipal, or (i) are payable for any combination of (a) through (h) above. References to principal premium or interest in respect of the Securities payable hereunder shall be deemed to include references to any Additional Amounts which may be payable as set forth in the Indentureunder this Section 4.2 with respect to such principal, premium or interest. The covenant regarding Additional Amounts shall not apply to Bank will provide the Trustee with documentation evidencing the payment of any Guarantor at any time when such Guarantor is incorporated amounts deducted or withheld in a jurisdiction in accordance with this Section 4.2 promptly upon the United StatesBank’s payment thereof, and copies of such documentation will apply be made available by the Trustee to holders upon request. (e) The Bank will pay promptly when due any present or future stamp, court or documentary taxes or any excise or property taxes, charges or similar levies that arise in any jurisdiction from the Company execution, delivery or registration of each Note or any time it is incorporated in a other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Argentina except those resulting from, or required to be paid in connection with, the United Statesenforcement of the Notes after the occurrence and during the continuance of any Event of Default.

Additional Amounts. In Unless otherwise specified in any Board Resolution establishing the event that terms of Capital Securities of a series in accordance with Section 3.01, all amounts of principal, and premium, if any, and Payments, including Missed Payments, if any, on any Guarantor becomes obligated to make payments in respect series of Capital Securities will be paid by the SecuritiesCompany without deduction or withholding for, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future taxes withholdings now or duties of whatever nature imposed hereafter imposed, levied, collected, withheld or levied by way of withholding or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “Relevant "Taxing Jurisdiction”) "), unless such deduction or withholding or deduction is required by law. In If deduction or withholding of any such eventtaxes, such Guarantor levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, the Company will pay to the Holders such additional amounts with respect to the principal amount of, premium, if any, Payments and Missed Payments, on any series of Capital Securities (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received by paid to the HoldersHolders of Capital Securities of the particular series, after such withholding deduction or deductionwithholding, shall equal the respective amounts of principal principal, premium, if any, and interest Payments and Missed Payments, if any, which would otherwise have been receivable payable in the absence respect of such withholding or deduction; except that Capital Securities had no such Additional Amounts shall be deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable on account of any taxes or duties whichdue but for the fact that: (ai) are payable by any person acting as custodian bank the Holder or collecting agent on behalf the beneficial owner of the Capital Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a HolderCapital Security, or otherwise in the collection of any manner which does not constitute a deduction or withholding by such Guarantor from payment of (or in respect of) principal of, premium, if any, or interest made by itany Payments or Missed Payments on any Capital Security of the relevant series; (ii) except in the case of a winding-up of the Company in the United Kingdom, the relevant Capital Security is presented (where presentation is required) for payment in the United Kingdom; (iii) the relevant Capital Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the same for payment at the close of such 30 day period; or (biv) are payable by reason of the Holder or the beneficial owner havingof the relevant Capital Security or the beneficial owner of any payment of (or in respect of) principal of, or having had, some personal any Payments or business connection Missed Payments on such Capital Security failed to comply with such Relevant Taxing Jurisdiction and not merely by reason a request of the fact that payments in respect of the Securities Company or the Guarantees are, its liquidator or for purposes of taxation are deemed other authorized person addressed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner (x) to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the Holder and or such beneficial owner or (y) to make any valid or timely declaration or other similar claim or to satisfy any other reporting requirements relating to such mattersinformation requirement, whether which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Taxing Jurisdiction as a precondition to exemption fromfrom all or part of such tax, assessment or a reduction in other governmental charge; (v) the rate of withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the proposal for a European Union Directive presented by the European Union Commission on July 18, 2001 or any law implementing or complying with, or introduced in order to conform to, such taxes, directive; (vi) the relevant Capital Security is presented (where presentation is required) for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant Capital Security to another paying agent in a Member State of the European Union; or (dvii) consist any combination of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or subclauses (ei) are imposed on or through (vi) above; nor shall Additional Amounts be paid with respect to the principal of, and payments and Missed Payments on, the Capital Securities to any payment by the applicable Guarantor to the registered Holder if such Holder holder who is a fiduciary or partnership or any person settlor with respect to such fiduciary or a member of such partnership other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts, had such registered Holder it been the sole beneficial owner holder. Whenever in this Capital Securities Indenture there is mentioned, in any context, the payment of this Securitythe principal of (and premium, or (fif any) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest incomePayments, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a partyMissed Payments, if any, on, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of, any Capital Security of the Securities any series such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in 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 as set forth in if express mention of the Indenture. The covenant regarding payment of Additional Amounts shall (if applicable) were made in any provisions hereof where such express mention is not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesmade.

Additional Amounts. In All amounts of principal and interest, if any, on the event that any Guarantor becomes obligated to make payments in respect of Contingent Capital Notes will be paid by the SecuritiesCompany without deduction or withholding for, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future taxes withholdings now or duties of whatever nature imposed hereafter imposed, levied, collected, withheld or levied by way of withholding or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “Relevant Taxing Jurisdiction”) ), unless such deduction or withholding or deduction is required by law. In If deduction or withholding of any such eventtaxes, such Guarantor levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, the Company will pay to the Holders such additional amounts in respect of the payment of any interest on (but not, for the avoidance of doubt, in respect of the payment of the principal amount of) the Contingent Capital Notes (“Additional Amounts”) as shall may be necessary in order that the net amounts received by in respect of any interest paid to the HoldersHolders of the Contingent Capital Notes, after such withholding deduction or deductionwithholding, shall equal the respective amounts amount of principal and any interest which would otherwise have been receivable payable in the absence respect of such withholding or deduction; except that Contingent Capital Notes had no such Additional Amounts shall be deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable on account of any taxes or duties whichdue but for the fact that: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or the beneficial owner havingof the Contingent Capital Note is a domiciliary, national or resident of, or having hadengaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some personal or business connection with such Relevant the Taxing Jurisdiction and not merely by reason other than the mere holding or ownership of a Contingent Capital Note, or the fact that payments collection of any payment of (or in respect of of) any interest on the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, orContingent Capital Notes (cii) are imposed the Contingent Capital Note is presented (where presentation is required) for payment more than 30 days after the date payment became due or withheld by reason was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the Contingent Capital Note for payment at the close of the failure of such 30 day period, (iii) the Holder or the beneficial owner of the Contingent Capital Note or the beneficial owner of any payment of (or in respect of) any interest on such Contingent Capital Note failed to comply with a request of the Company or its liquidator or other authorized Person addressed to the Holder (x) to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the Holder and or such beneficial owner or (y) to make any valid or timely declaration or other similar claim claim, which in the case of (x) or satisfy any other reporting requirements relating to such matters(y), whether is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Taxing Jurisdiction as a precondition to exemption from, or a reduction in relief from all or part of such deduction or withholding, (iv) the rate of withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such taxes, oran intergovernmental agreement, (dv) consist any combination of any estatesubclauses (i) through (iv) above, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or nor shall Additional Amounts be paid with respect to a payment of any payment by interest on the applicable Guarantor Contingent Capital Notes to the registered any Holder if such Holder who is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of the Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts, had such registered Holder it been the sole beneficial owner Holder. Whenever in this Fourth Supplemental Indenture there is mentioned, in any context, the payment of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest incomeon, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of, any Contingent Capital Notes such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in 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 as set forth in if express mention of the Indenture. The covenant regarding payment of Additional Amounts shall (if applicable) were made in any provisions hereof where such express mention is not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesmade.

Additional Amounts. In All payments by the event that any Guarantor becomes obligated to make payments Company in respect of the Securities, such Guarantor will make all payments Notes or the Guarantors in respect of the Securities Note Guarantees will be made free and clear of, and without withholding or deduction for for, or on account of any present or future taxes taxes, duties, assessments, or duties other governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which such Guarantor is incorporated, the Company or the Guarantors are organized, doing business or otherwise tax resident or any political subdivision or any authority thereof or therein having subject to the power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless the Company or the Guarantors are compelled by law to deduct or withhold such withholding taxes, duties, assessments, or deduction is required by lawgovernmental charges. In such event, the Company or the Guarantors, as applicable, will make such Guarantor will pay deduction or withholding, make payment of the amount so withheld to the Holders appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts received receivable by the Holders, Holders of Notes after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction; except that deduction ( “Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (ai) are payable by any person acting as custodian bank to, or collecting agent to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Note by reason of the existence of any present or former connection between such Holder (or beneficial owner 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 relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, some personal a permanent establishment therein, other than the mere holding of the Note or business connection enforcement of rights under the Indenture and the receipt of payments with respect to the Note; (ii) in respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent that payments under such Relevant Taxing Jurisdiction Note would have been subject to withholdings and not merely the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days; (iii) where such Additional Amount is imposed and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (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 fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed such Holder’s failure to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide comply with any certification, informationidentification, documents documentation or other evidence reporting requirement concerning the nationality, residence, identity or identity connection with the relevant Taxing Jurisdiction of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersHolder, whether if (1) compliance is required or imposed by statute, treaty, regulation or administrative practice, law as a precondition to to, exemption from, or a reduction in the rate of withholding of, the tax, assessment or deduction of other governmental charge and (2) the Company has given the Holders at least 30 days notice that Holders will be required to provide such taxescertification, oridentification, documentation or other requirement; (dv) consist in respect of any estate, inheritance, gift, sales, excise, transfer, capital gains, excise or personal property or similar taxestax, 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 interest on the Note; (vii) in respect of any tax imposed on overall net income or any branch profits tax; or (eviii) are imposed on or in respect of any combination of the above. No Additional Amounts shall be paid with respect to any payment by the applicable Guarantor on a Note to the registered a Holder if such Holder who is a fiduciary fiduciary, a partnership, a limited liability company or partnership or any person other than the sole beneficial owner of such that payment to the extent that taxes payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a 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 imposed on such payment entitled to the Additional Amounts had such registered Holder that beneficiary, settlor, member or beneficial owner been the sole beneficial owner of this SecurityHolder. The Notes are subject in all cases to any tax, or (f) are deducted fiscal or withheld pursuant to (i) any European Union directive other law or regulation concerning or administrative or judicial interpretation. Except as specifically provided above, neither the taxation 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. 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 income, to any such claim for a refund or (ii) any international treaty or understanding relating credit of such excess to such taxation and to which the Relevant Taxing Jurisdiction Company. Any reference in the Indenture or the European Union is a partyNotes to principal, interest or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are other amount payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall Notes by the Company or the Note Guaranty by the Guarantors will be deemed also to include refer to any Additional Amounts which Amount, unless the context requires otherwise, that may be payable as set forth with respect to that amount under the obligations referred to in this Paragraph 6. The foregoing obligation will survive termination or discharge of the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In the event that All payments made by CNH Global or any Foreign Subsidiary Guarantor becomes obligated under or with respect to make payments in respect a Guarantee shall be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by way of withholding or deduction at source by or on behalf of the government of The Netherlands or any other jurisdiction in which such any Foreign Subsidiary Guarantor is incorporated, organized, organized or otherwise is a resident for tax resident purposes or within or through which payment is made or any political subdivision or any taxing authority or agency thereof or therein having power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless CNH Global or such withholding or deduction Guarantor is required to withhold or deduct any such Taxes by lawlaw or by the interpretation or administration thereof. In If CNH Global or any Foreign Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Guarantee of such eventGuarantor, CNH Global or such Guarantor will Guarantor, as applicable, shall pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, Holder of such Note (including Additional Amounts) after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence deduction of such withholding Taxes shall not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deductiondeducted; except provided, however, that no such notwithstanding the foregoing, Additional Amounts shall will not be payable on account of any taxes or duties whichpaid with respect to: (a1) are payable by any person acting as custodian bank Taxes that would not have been so imposed, deducted or collecting agent on behalf withheld but for the existence of a Holder, any present or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of former connection between the Holder or beneficial owner havingof a Note (or between a fiduciary, settler, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner of such Note, if the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of the execution, delivery, registration or enforcement of such Note); (2) any estate, inheritance, gift, sales excise, transfer or personal property tax or similar tax, assessment or governmental charge, subject to provide the last paragraph of this Section 4.23; (3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Guarantee of such Note; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on the Guarantee of such Note 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, documents documentation or other evidence reporting requirement concerning the nationality, residence, identity or identity connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (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 Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, Taxing Jurisdiction as a precondition to exemption from, or a 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 deduction other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been notified by CNH Global, any Foreign Subsidiary 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); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or 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 would have been entitled to Additional Amounts had the Note been presented on the last day of such taxes, or30-day period); (d6) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on payment under or with respect to a Note to any payment by the applicable Guarantor to the registered Holder if such Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such 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; (7) any note where such withholding or deduction is imposed on such a payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld to an individual and is required to be made pursuant to (i) any European Union directive or regulation concerning the Council Directive 2003/48/EC of June 3, 2003 on taxation of savings income in the form of interest income, payments or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, implementing or complying with, or introduced in order to conform withto, such directive, regulation, treaty or understanding, that Directive; or (g8) any combination of items (1) are payable by reason through (7) above. The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to CNH Global or a change Foreign Subsidiary Guarantor. CNH Global or the applicable Foreign Subsidiary Guarantor shall also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in law accordance with applicable law. CNH Global or practice that becomes effective more than the applicable Foreign Subsidiary Guarantor shall furnish to the Trustee, within 30 days after the relevant date the payment of principal any Taxes deducted or interest becomes duewithheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to CNH Global or is duly provided for and written notice thereof is provided such Foreign Subsidiary Guarantor, such other documentation that provides reasonable evidence of such payment by CNH Global or such Foreign Subsidiary Guarantor. Copies of such receipts or other documentation shall be made available to the HoldersHolders or the Paying Agents, whichever occurs lateras applicable, or (h) are payable because upon request. At least 30 days prior to each date on which any Security was presented payment under or with respect to a particular paying agent for payment if any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the Security could have been presented 30th day prior to another paying agent without any such withholding or deductiondate, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities which case it shall be deemed promptly paid thereafter, if CNH Global or any Foreign Subsidiary Guarantor will be obligated to include any pay Additional Amounts which may be payable as set forth in with respect to such payment, CNH Global or such Foreign Subsidiary Guarantor will deliver to the Indenture. The covenant regarding Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts shall not apply be payable and the amounts so payable and will set forth such other information necessary to enable such Trustee and Paying Agent to pay such Additional Amounts to Holders of such Notes on the payment date. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. CNH Global and the Foreign Subsidiary Guarantors shall 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, enforcement or registration of their respective Guarantees of the Notes, this Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside the United States in which CNH Global, any Foreign Subsidiary Guarantor at or any time when such Guarantor successor Person is incorporated in a organized or resident for tax purposes or any jurisdiction in the United Stateswhich a Paying Agent is located, and will apply CNH Global and the Foreign Subsidiary Guarantors agree to indemnify the Company any time it is incorporated in a jurisdiction outside Holders of the United StatesNotes for any such non-excluded taxes paid by such Holders.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated to make payments in respect of Company on the Securities, such Guarantor Dollar Notes will make all payments in respect of the Securities be made without withholding or deduction for for, or on account of of, any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of The Netherlands or any jurisdiction in which such Guarantor the Company or any Surviving Entity is incorporated, organized, organized or is otherwise resident for tax resident purposes or any political subdivision thereof or any authority thereof or therein having power to tax therein or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such the withholding or deduction of such Taxes is then required by law. In such eventIf any deduction or withholding for, such Guarantor or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Company with respect to the Dollar Notes, including payments of principal, redemption price, interest or premium, the Company will pay to the Holders such additional amounts (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received in respect of such payments by the HoldersHolders of the Dollar Notes or the Trustee, as the case may be, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account of any taxes or duties whichwith respect to: (a) are payable any payments on a Dollar Note held by any person acting as custodian bank or collecting agent on behalf of a Holder, Holder or otherwise 94 beneficial owner who is liable for such Taxes in any manner which does not constitute a deduction or withholding by respect of such Guarantor from payment of principal or interest made by it, or (b) are payable Dollar Note by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in being physically present in, the Relevant Taxing Jurisdiction, or) other than by the mere holding of such Dollar Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (cb) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Dollar Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, from all or a reduction part of such Taxes; (c) except in the rate case of withholding or deduction the winding up of such taxesthe Company, orany Dollar Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or Note presented for payment (ewhere presentation is required) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided first made available for and written notice thereof is provided payment to the HoldersHolder, whichever occurs laterexcept to the extent that the Holder would have been entitled to such Additional Amounts on presenting note for payment on the thirtieth day after the relevant payment is first made available. (e) any estate, inheritance, gift, sale, transfer, personal, property or similar tax, assessment or other governmental charge; (f) any tax, assessment or other governmental charge which is payable otherwise than by withholding any interest on, the Dollar Notes; or (hg) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of clauses (a) through (hf) above. References to principal or interest in respect Such Additional Amounts will also not be payable where, had the beneficial owner of the Securities shall be deemed Dollar Note been the Holder of the Dollar Note, he would not have been entitled to include any payment of Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply by reason of clauses (a) to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States(g) inclusive above.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesAll Guarantee Payments shall be made free and clear of, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature imposed levied, collected, withheld or levied assessed by way of withholding or deduction at source by or on behalf of any a jurisdiction in which such the Guarantor is incorporated, organized, incorporated or otherwise tax resident organized or managed or controlled or has a place of business or any political subdivision or any taxing authority thereof or therein having power to tax (the “Relevant each, a "Taxing Jurisdiction”) "), unless such withholding or deduction is required by law. In the event of any such eventwithholding or deduction ("Gross-Up Taxes"), such the Guarantor will shall pay to each Holder of the Holders Preferred Trust Securities such additional amounts (the “"Additional Amounts”") as shall be necessary in order so that the net amounts amount received by the Holders, such Holder after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which amount that would otherwise have been receivable due to such Holder in the absence of such withholding or deduction; , except that no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (aA) are payable by any person acting as custodian bank to, or collecting agent to a Person on behalf of of, a HolderHolder who is liable for Gross-Up Taxes with respect to the Preferred Trust Securities Guarantee, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder having some connection with a relevant Taxing Jurisdiction (including being a citizen or beneficial owner havingresident or national of, or having had, some personal carrying on a business or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources maintaining a permanent establishment in, or are secured being physically present in, such Taxing Jurisdiction) other than through the mere receipt of Guarantee Payments unless, in the Relevant Taxing Jurisdictioncase of the United Kingdom, orthat connection arises solely as a result of the Control Party being a resident of the United Kingdom; (cB) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residenceto, or identity of the to a Person on behalf of, a Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as who presents a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or Preferred Trust Security (dwhenever presentation is required) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any for payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant date on which payment first becomes due except to the extent that such Holder would have been entitled to such Additional Amounts on presenting such Preferred Trust Security for payment on the last day of principal or interest becomes duesuch period of 30 days; (C) to, or to a Person on behalf of, a Holder who presents a Preferred Trust Security (when presentation is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, required) other than in The City of New York; or (hD) are payable because any Security was presented to, or to a particular paying agent Person on behalf of, a Holder who would not be liable or subject to Gross-Up Taxes by making a declaration of non-residence or similar claim for payment if exemption to the relevant tax authority. Such Additional Amounts will also not be payable where, had the beneficial owner of the Preferred Trust Security could (or any interest therein) been the Holder of the Preferred Trust Security , it would not have been presented entitled to another paying agent without payment of Additional Amounts by reason of any such withholding one or deduction, or more of clauses (i) are payable for any combination of (aA) through (hD) above. References to principal or interest in respect If the Guarantor shall determine that Additional Amounts will not be payable because of the Securities shall be deemed to include any Additional Amounts which may be payable as set immediately preceding sentence, the Guarantor will inform such Holder promptly after making such determination setting forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesreason(s) thereof.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) Jurisdiction unless such withholding or deduction is required by law. In the event such eventwithholding or deduction is required by law, such Guarantor will pay to the Holders of the Notes such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the such Holders, after such withholding or deduction, shall equal the respective amounts of principal principal, interest and interest premium, if any, which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal principal, interest or interest premium, if any, made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities Notes or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Note if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this SecurityNote, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security the Note was presented to a particular paying agent for payment if the Security Note could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal principal, interest or interest premium in respect of the Securities Notes in this Sixteenth Supplemental Indenture shall be deemed to include any Additional Amounts which may be payable as set forth in this Section 2.07. References to payment, deduction or withholding by any Guarantor shall be deemed to include payment, deduction or withholding on such Guarantor's behalf by its paying agent, including the IndentureTrustee or the Sub-Paying Agent. The covenant regarding Additional Amounts This Section 2.07 shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code ("FATCA Withholding"). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In All payments by the event that any Guarantor becomes obligated to make payments Company in respect of the Securities, such Guarantor will make all payments Notes or the Guarantors in respect of the Securities Note Guarantees will be made free and clear of, and without withholding or deduction for for, or on account of any present or future taxes taxes, duties, assessments, or duties other governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which such Guarantor is incorporated, the Company or the Guarantors are organized, doing business or otherwise tax resident or any political subdivision or any authority thereof or therein having subject to the power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless the Company or the Guarantors are compelled by law to deduct or withhold such withholding taxes, duties, assessments, or deduction is required by lawgovernmental charges. In such event, the Company or the Guarantors, as applicable, will make such Guarantor will pay deduction or withholding, make payment of the amount so withheld to the Holders appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts received receivable by the Holders, Holders of Notes after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction; except that deduction (“Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (ai) are payable by any person acting as custodian bank to, or collecting agent to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Note by reason of the existence of any present or former connection between such Holder (or beneficial owner 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 relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, some personal a permanent establishment therein, other than the mere holding of the Note or business connection enforcement of rights under the Indenture and the receipt of payments with respect to the Note; (ii) in respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent that payments under such Relevant Taxing Jurisdiction Note would have been subject to withholdings and not merely the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days; (iii) where such Additional Amount is imposed and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (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 fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed such Holder's failure to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide comply with any certification, informationidentification, documents documentation or other evidence reporting requirement concerning the nationality, residence, identity or identity connection with the relevant Taxing Jurisdiction of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersHolder, whether if (1) compliance is required or imposed by statute, treaty, regulation or administrative practice, law as a precondition to to, exemption from, or a reduction in the rate of withholding of, the tax, assessment or deduction of other governmental charge and (2) the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such taxescertification, oridentification, documentation or other requirement; (dv) consist in respect of any estate, inheritance, gift, sales, excise, transfer, capital gains, excise or personal property or similar taxestax, 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 interest on the Note; (vii) in respect of any tax imposed on overall net income or any bank profits tax; or (eviii) are imposed on or in respect of any combination of the above. No Additional Amounts shall be paid with respect to any payment by the applicable Guarantor on a Note to the registered a Holder if such Holder who is a fiduciary fiduciary, a partnership, a limited liability company or partnership or any person other than the sole beneficial owner of such that payment to the extent that taxes payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a 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 imposed on such payment entitled to the Additional Amounts had such registered Holder that beneficiary, settlor, member or beneficial owner been the sole beneficial owner of this SecurityHolder. The Notes are subject in all cases to any tax, or (f) are deducted fiscal or withheld pursuant to (i) any European Union directive other law or regulation concerning or administrative or judicial interpretation. Except as specifically provided above, neither the taxation 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. 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 income, to any such claim for a refund or (ii) any international treaty or understanding relating credit of such excess to such taxation and to which the Relevant Taxing Jurisdiction Company. Any reference in the Indenture or the European Union is a partyNotes to principal, interest or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are other amount payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall Notes by the Company or the Note Guaranty by the Guarantors will be deemed also to include refer to any Additional Amounts which Amount, unless the context requires otherwise, that may be payable as set forth with respect to that amount under the obligations referred to in this Paragraph 5. The foregoing obligation will survive termination or discharge of the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all (a) All payments in respect of the Securities will be made free and clear of and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction Brazil or the Cayman Islands or, in which the event that the Issuer appoints additional paying agents, by the jurisdictions of such Guarantor is incorporatedadditional paying agents (each, organized, or otherwise tax resident a "TAXING JURISDICTION") or any political subdivision thereof or any authority or agency therein or thereof or therein having power to tax (tax, unless the “Relevant Taxing Jurisdiction”) unless such withholding or deduction of such taxes or duties is required by lawlaw or the official interpretation thereof, or by the administration thereof. In such that event, such Guarantor will the Issuer shall pay to the Holders such additional amounts (the “Additional Amounts”"ADDITIONAL AMOUNTS") as shall may be necessary in order that the net amounts received receivable by the Holders, holder of any Security after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable by such holder in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account in respect of payment in respect of any Security: (i) to the extent that such taxes or duties which:are imposed or levied by reason of such holder (or the beneficial owner) having some connection with the Taxing Jurisdiction other than the mere holding (or beneficial ownership) of such Security; (aii) to the extent that such taxes or duties are payable by any person acting as custodian bank or collecting agent on behalf of a Holderimposed on, or otherwise measured by, net income of the holder (or beneficial owner); (iii) in respect of which the holder (or beneficial owner) fails to comply with any manner certification, identification or other reporting requirement concerning its 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 a part of the taxes, (2) the holder (or beneficial owner) is able to comply with those requirements without undue hardship and (3) the Issuer has given all holders at least 30 days prior notice that they will be required to comply with such requirements; (iv) in respect of which does not constitute the holder (or beneficial owner) fails to surrender (where surrender is required) its Security for payment within 30 days after the Issuer has made available a deduction or withholding by such Guarantor from payment of principal or interest made by it, orprovided that the Issuer will pay Additional Amounts to which a holder would have been entitled had the Security been surrendered on any day (including the last day) within such 30-day period; (bv) to the extent that such taxes or duties are payable imposed by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or (d) consist of any estate, inheritance, gift, salesvalue added, excise, transfer, personal property use or sales tax or any similar taxes, orassessments or other governmental charges; (evi) are where such withholding or deduction is imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld an individual and is required to be made pursuant to (i) any European Union directive or regulation concerning Directive on the taxation of interest income, savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, implementing or complying with, or introduced in order to conform withto, such directive, regulation, treaty or understanding, Directive; or (gvii) are payable by reason or on behalf of a change in law Securityholder who would have been able to avoid such withholding or practice that becomes effective more than 30 days after deduction by presenting the relevant Security to another Paying Agent in a Member State of the European Union. Any reference to payments on the Securities shall be deemed also to include the payment of principal any Additional Amounts. However, no holder of a Security shall be entitled to receive any Additional Amounts greater than the amounts necessary in order that the net amounts receivable by such holder after such withholding or interest becomes due, or is duly provided for and written notice thereof is provided to deduction equal the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could respective amounts which would have been presented to another paying agent without any receivable by such holder in the absence of such withholding or deduction, orsubject to the exceptions above. (b) The Issuer will (i) make such withholding or deduction on its payments of principal and interest on the Securities as required by the relevant Taxing Jurisdiction and (ii) remit the full amount withheld or deducted to the relevant taxing authority in accordance with applicable law. The Issuer will furnish to the Trustee, within 30 days after the date of payment of any such Taxes due pursuant to applicable law, certified copies of tax receipts or, if such receipts are payable not obtainable, documentation evidencing such payment. Upon request, copies of such receipts or other documentation, as the case may be, will be made available to the Securityholders. (c) At least 10 Business Days prior to the first Interest Payment Date for the Securities, and, if there has been any combination change with respect to the matters set forth in the below-mentioned certificate at least 10 Business Days prior to each Interest Payment Date for the Securities, the Issuer shall furnish to the Trustee an Officers' Certificate instructing the Trustee as to any circumstances in which payments of (a) through (h) above. References to principal of or interest on the Securities (including Additional Amounts) due on such date shall be subject to deduction or withholding for or on account of any Taxes and the rate of any such deduction or withholding and certifying that the Issuer shall pay all amounts required to be deducted or withheld to the appropriate governmental authority. The Issuer covenants to indemnify the Trustee and any other Paying Agents for, and to hold each harmless against, any loss, liability or expense reasonably incurred without negligence, bad faith or willful misconduct on their part, arising out of or in connection with actions taken or not taken by any of them in reliance on any certificate furnished to them pursuant to this paragraph or the failure to furnish any such certificate. The obligations of the Issuer under the preceding sentence shall survive the resignation or removal of the Trustee, the Security Registrar or any Paying Agent, payment of the Securities and the termination of this Indenture for a period of three years after the redemption and payment in full of the Securities. Any certificate required by this Section to be provided to the Trustee and any other Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such other Paying Agent. Upon request, the Issuer shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of taxes in respect of which the Securities Issuer has paid any Additional Amounts. Copies of such documentation shall be made available by the Trustee to the Securityholders or the other Paying Agents, as applicable, upon request therefor. (d) The Issuer shall promptly pay when due any present or future stamp, administrative, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in a Taxing Jurisdiction from the execution, delivery, enforcement or registration of each Security or any other document or instrument referred to herein or therein. The Issuer shall indemnify and make whole the Securityholders for any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies payable by the Issuer as provided in this clause (d) paid by such Securityholders. (e) All references in this Indenture to principal, interest, and other amounts payable hereunder shall be deemed to include references to any Additional Amounts which may be payable as set forth in the Indentureunder this Section with respect to such principal, interest, or other amounts. The covenant regarding Additional Amounts foregoing obligations shall not apply to survive any Guarantor termination of the Trustee or discharge of the Securities and this Indenture. (f) If the Issuer shall at any time when such Guarantor is incorporated in a jurisdiction be required to pay Additional Amounts to Securityholders pursuant to the terms of this Indenture, the Issuer will use its reasonable efforts to obtain an exemption from the payment of (or otherwise avoid the obligation to pay) the Tax which has resulted in the United Statesrequirement that it pay such Additional Amounts. (g) The Issuer agrees that, and if the conclusions of the ECOFIN Council meeting of November 26-27, 2000 are implemented, it will apply maintain a paying agent in an EU member state that will not be obligated to withhold or deduct tax pursuant to the Company any time it is incorporated in a jurisdiction outside of the United StatesDirective.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the Securities(a) Unless otherwise specified as contemplated by Section 3.01, such Guarantor will make all payments in made under or with respect of to the Contingent Capital Securities shall be paid by the Company, without deduction or withholding or deduction for for, or on account of of, any and all present and future taxes, levies, imposts, duties, charges, fees, deductions or future taxes withholdings whatsoever imposed, levied, collected, withheld or duties of whatever nature imposed or levied by way of withholding or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United Kingdom or any political subdivision or any taxing authority thereof or therein having the power to tax (the each, a “Relevant Taxing Jurisdiction”) ), unless such withholding or deduction is required by law. In If such eventdeduction or withholding shall at any time be required by the law of the Taxing Jurisdiction, such Guarantor will the Company shall pay to the Holders such additional amounts (the “Additional Amounts”) in respect of any payments of interest only (and not principal) on such Contingent Capital Securities as shall may be necessary in order so that the net amounts received by (including Additional Amounts) paid to the Holders, after such withholding deduction or deductionwithholding, shall be equal to the respective amounts of principal and interest which the Holders would otherwise have been receivable entitled to receive in respect of such Contingent Capital Securities in the absence of such deduction or withholding, provided that the foregoing shall not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (ai) are would not be payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of due but for the fact that the Holder or the beneficial owner havingof the Contingent Capital Security is domiciled in, or having hadis a national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise has some personal connection or business former connection with such Relevant the Taxing Jurisdiction and other than the holding or ownership of a Contingent Capital Security, or the collection of interest payments on, or the enforcement of, any Contingent Capital Security; (ii) would not merely by reason of be payable or due but for the fact that payments the certificate representing the relevant Contingent Capital Securities (x) is presented for payment in the Taxing Jurisdiction or (y) is presented for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting the same for payment at the close of such 30 day period; (iii) would not have been imposed if presentation for payment of the certificate representing the relevant Contingent Capital Securities had been made to a paying agent other than the paying agent to which the presentation was made; (iv) is imposed in respect of a Holder that is not the Securities or sole beneficial owner of the Guarantees areinterest, or for purposes a portion of taxation are deemed to be, derived from sources init, or are secured in that is a fiduciary or partnership, but only to the Relevant Taxing Jurisdictionextent that a beneficiary or settlor with respect to the fiduciary, ora beneficial owner or member of the partnership 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; (cv) are is imposed or withheld by reason because of the failure of to comply by the Holder or the beneficial owner of any payment on such Contingent Capital Securities with a request from the Company addressed to the Holder or the beneficial owner, including a written request from the Company related to a claim for relief under any applicable double tax treaty (x) to provide certification, information, documents or other evidence information concerning the nationality, residence, identity or identity connection with a taxing jurisdiction of the Holder and or the beneficial owner or (y) to make any valid or timely declaration or other similar claim or to satisfy any other information or reporting requirements relating to such mattersrequirement, whether if the information or declaration is required or imposed by a statute, treaty, regulation regulation, ruling or administrative practice, practice of the Taxing Jurisdiction as a precondition to exemption from, or a reduction in the rate of from withholding or deduction of such taxesall or part of the tax, orduty, assessment or other governmental charge; (dvi) consist is imposed in respect of any estate, inheritance, gift, sales, excisesale, transfer, personal property property, wealth or similar taxestax, duty, assessment or other governmental charge; or (evii) are is imposed on or with in respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) abovethe above items. References to principal Whenever in this Indenture there is mentioned, in any context, the payment of interest, if any, on, or interest in respect of, any Contingent Capital Security of any series or the Securities net proceeds received on the sale or exchange of any Contingent Capital Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in 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 as if express mention of the payment of Additional Amounts (if applicable) were made in any provision thereof where such express mention is not made. (b) To the extent any Additional Amounts which are payable on the Contingent Capital Securities of a particular series, the Company shall inform the Paying Agent pursuant to a written notice of the Additional Amount that shall be payable for each $1,000 denomination (or other minimum denomination as may be payable as set forth in specified pursuant to Section 3.01) of the IndentureContingent Capital Securities of such series. The covenant Upon receipt of such written notice by the Company regarding a Holder’s eligibility for payment and the amount to be paid, the Paying Agent shall make such payment. For the avoidance of doubt, the Paying Agent shall have no liability whatsoever to pay any Additional Amounts or to determine whether Additional Amounts are due. (c) Any payments by the Company in respect of any Contingent Capital Security will be made subject to any withholding or deduction required pursuant to FATCA (a “FATCA Withholding Tax”), and the Company shall not be required to pay Additional Amounts on account of any such deduction or withholding required pursuant to FATCA. (d) With respect to any series of Contingent Capital Securities, any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Contingent Capital Security of such series and this Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld. However, such deduction or withholding shall not apply to payments made under any Guarantor at Contingent Capital Security of such series and this Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no obligation to gross up any time when such Guarantor is incorporated in payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this Section 10.04(d) shall be treated as paid to the Holder of a jurisdiction in the United StatesContingent Capital Security, and will apply the Company shall not pay Additional Amounts in respect of such deduction or withholding, except to the Company any time it is incorporated extent the provisions in a jurisdiction outside of the United Statesthis Section 10.04 explicitly provide otherwise.

Additional Amounts. In All payments made by the event that any Company under or with respect to a Note or by a Guarantor becomes obligated under or with respect to make payments in respect a Guarantee will be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”), unless the Company or such Guarantor is required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account for Taxes imposed or levied by way of withholding or deduction at source by or on behalf of the government of The Netherlands or any other jurisdiction in which such the Company or any Guarantor is incorporated, organized, organized or otherwise is a resident for tax resident purposes or within or through which payment is made or any political subdivision or any taxing authority or agency thereof or therein having power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) unless from any payment made under or with respect to a Note or a Guarantee of such withholding Guarantor, the Company or deduction is required by law. In such eventGuarantor, such Guarantor as applicable, will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, Holder of such Note (including Additional Amounts) after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence deduction of such withholding Taxes will not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deductiondeducted; except provided, however, that no such notwithstanding the foregoing, Additional Amounts shall will not be payable on account of any taxes or duties whichpaid with respect to: (a1) are payable by any person acting as custodian bank Taxes that would not have been so imposed, deducted or collecting agent on behalf withheld but for the existence of a Holder, any present or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of former connection between the Holder or beneficial owner havingof a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationof such Note, informationif the Holder or beneficial owner is an estate, documents nominee, trust, partnership or other evidence concerning corporation) and the nationalityrelevant Taxing Jurisdiction, residenceincluding, without limitation, the Holder or beneficial owner being, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattershaving been, whether required or imposed by statutea citizen, treaty, regulation or administrative practice, as a precondition to exemption fromnational, or resident, being, or having been, engaged in a reduction trade or business, being, or having been, physically present in or having had a permanent establishment in the rate of withholding or deduction relevant Taxing Jurisdiction (but not including the mere receipt of such taxespayment or the ownership or holding of or the execution, ordelivery, registration or enforcement of such Note); (d2) consist subject to the last paragraph of this Section 3.07, any estate, inheritance, gift, sales, excise, transfer, transfer or personal property tax or similar taxestax, orassessment or governmental charge; (e3) are imposed on any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note or Guarantee; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on such Note 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 relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable Guarantor law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 60 days prior to the registered 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 Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, 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); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or 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 would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (6) any payment under or with respect to a Note to any Person that is a fiduciary fiduciary, limited liability company or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or limited liability company or the beneficial owner of such payment or Note would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner actual Holder of this Security, orsuch Note; (f7) any Taxes that are required to be deducted or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (ithe “Code”), and any amended or successor version that is substantively comparable and not materially more onerous to comply with, any current or future regulations or agreements thereunder, official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, or any European Union directive law or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding implementing an intergovernmental agreement relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, foregoing; or (g8) any combination of items (1) are payable by reason of through (7) above. The foregoing provisions shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Company or a change Guarantor. The Company or the applicable Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in law accordance with applicable law. The Company or practice that becomes effective more than the applicable Guarantor will furnish to the Trustee, within 30 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to the Company or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Company or such Guarantor. Copies of such receipts or other documentation will be made available to the Holders or the Paying Agent, as applicable, upon request. At least 15 days prior to each date on which any payment under or with respect to any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 15th day prior to such date, in which case it shall be promptly delivered thereafter, if the Company or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or such Guarantor will deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts estimated to be so payable and will set forth such other information necessary to enable such Paying Agent to pay such Additional Amounts to Holders of such Notes on the relevant payment of principal date. If requested by the Trustee, the Company or interest becomes due, or is duly provided for and written notice thereof is provided the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the HoldersTrustee evidencing the payment of Additional Amounts. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. The Trustee and the Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. Whenever in this Indenture there is mentioned, whichever occurs laterin any context, or (h) are the payment of Principal, premium, if any, interest or of any other amount payable because under or with respect to any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any Note, such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenturerespect thereof. The covenant regarding Additional Amounts shall not apply to Company and the Guarantors 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, enforcement or registration of the Notes, this Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor at or any time when such Guarantor successor Person is incorporated in a organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the United Statesenforcement of the Notes, and will apply the Guarantees or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The Company any time it is incorporated in a jurisdiction outside and the Guarantors agree to indemnify the Holders of the United StatesNotes for any such non-excluded taxes paid by such Holders.

Additional Amounts. In the event that All payments made by CNH Global or any Foreign Subsidiary Guarantor becomes obligated under or with respect to make payments in respect a Guarantee shall be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, "Taxes") imposed or levied by way of withholding or deduction at source by or on behalf of the government of The Netherlands or any other jurisdiction in which such any Foreign Subsidiary Guarantor is incorporated, organized, organized or otherwise is a resident for tax resident purposes or within or through which payment is made or any political subdivision or any taxing authority or agency thereof or therein having power to tax (any of the “Relevant aforementioned being a "Taxing Jurisdiction”"), unless CNH Global or such Guarantor is required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof. If CNH Global or any Foreign Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Guarantee of such Guarantor, CNH Global or such Guarantor, as applicable, shall pay such additional amounts ("Additional Amounts") unless as may be necessary so that the net amount received by the Holder of such Note (including Additional Amounts) after such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding Taxes shall not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deductiondeducted; except provided, however, that no such notwithstanding the foregoing, Additional Amounts shall will not be payable on account of any taxes or duties whichpaid with respect to: (a1) are payable by any person acting as custodian bank Taxes that would not have been so imposed, deducted or collecting agent on behalf withheld but for the existence of a Holder, any present or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of former connection between the Holder or beneficial owner havingof a Note (or between a fiduciary, settler, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner of such Note, if the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of the execution, delivery, registration or enforcement of such Note); (2) any estate, inheritance, gift, sales excise, transfer or personal property tax or similar tax, assessment or governmental charge, subject to provide the last paragraph of this Section 4.23; (3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Guarantee of such Note; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on the Guarantee of such Note 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, documents documentation or other evidence reporting requirement concerning the nationality, residence, identity or identity connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (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 Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, Taxing Jurisdiction as a precondition to exemption from, or a 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 deduction other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been notified by CNH Global, any Foreign Subsidiary Guaran- tor 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); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or 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 would have been entitled to Additional Amounts had the Note been presented on the last day of such taxes, or30-day period); (d6) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on payment under or with respect to a Note to any payment by the applicable Guarantor to the registered Holder if such Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such 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; (7) any note where such withholding or deduction is imposed on such a payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld to an individual and is required to be made pursuant to (i) any European Union directive or regulation concerning the Council Directive 2003/48/EC of June 3, 2003 on taxation of savings income in the form of interest income, payments or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, implementing or complying with, or introduced in order to conform withto, such directive, regulation, treaty or understanding, that Directive; or (g8) any combination of items (1) are payable by reason through (7) above. The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to CNH Global or a change Foreign Subsidiary Guarantor. CNH Global or the applicable Foreign Subsidiary Guarantor shall also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in law accordance with applicable law. CNH Global or practice that becomes effective more than the applicable Foreign Subsidiary Guarantor shall furnish to the Trustee, within 30 days after the relevant date the payment of principal any Taxes deducted or interest becomes duewithheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to CNH Global or is duly provided for and written notice thereof is provided such Foreign Subsidiary Guarantor, such other documentation that provides reasonable evidence of such payment by CNH Global or such Foreign Subsidiary Guarantor. Copies of such receipts or other documentation shall be made available to the HoldersHolders or the Paying Agents, whichever occurs lateras applicable, or (h) are payable because upon request. At least 30 days prior to each date on which any Security was presented payment under or with respect to a particular paying agent for payment if any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the Security could have been presented 30th day prior to another paying agent without any such withholding or deductiondate, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities which case it shall be deemed promptly paid thereafter, if CNH Global or any Foreign Subsidiary Guarantor will be obligated to include any pay Additional Amounts which may be payable as set forth in with respect to such payment, CNH Global or such Foreign Subsidiary Guarantor will deliver to the Indenture. The covenant regarding Trustee and the Paying Agent an Officers' Certificate stating the fact that such Additional Amounts shall not apply be payable and the amounts so payable and will set forth such other information necessary to enable such Trustee and Paying Agent to pay such Additional Amounts to Holders of such Notes on the payment date. Each Officers' Certificate shall be relied upon until receipt of a further Officers' Certificate addressing such matters. CNH Global and the Foreign Subsidiary Guarantors shall 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, enforcement or registration of their respective Guarantees of the Notes, this Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside the United States in which CNH Global, any Foreign Subsidiary Guarantor at or any time when such Guarantor successor Person is incorporated in a organized or resident for tax purposes or any jurisdiction in the United Stateswhich a Paying Agent is located, and will apply CNH Global and the Foreign Subsidiary Guarantors agree to indemnify the Company any time it is incorporated in a jurisdiction outside Holders of the United StatesNotes for any such non-excluded taxes paid by such Holders.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesAll Guarantee Payments shall be made free and clear of, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature imposed levied, collected, withheld or levied assessed by way of withholding or deduction at source by or on behalf of any a jurisdiction in which such the Guarantor is incorporated, organized, incorporated or otherwise tax resident organized or managed or controlled or has a place of business or any political subdivision or any taxing authority thereof or therein having power to tax (the “Relevant each, a "Taxing Jurisdiction”) "), unless such withholding or deduction is required by law. In the event of any such eventwithholding or deduction ("Gross-Up Taxes"), such the Guarantor will shall pay to each Holder of the Holders Preferred Trust Securities such additional amounts (the “"Additional Amounts”") as shall be necessary in order so that the net amounts amount received by the Holders, such Holder after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which net amount that would otherwise have been receivable due to such Holder in the absence of such withholding or deduction; , except that no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (aA) are payable by any person acting as custodian bank to, or collecting agent to a Person on behalf of of, a HolderHolder who is liable for Gross-Up Taxes with respect to the Preferred Trust Securities Guarantee, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder having some connection with a Taxing Jurisdiction (including being a citizen or beneficial owner havingresident or national of, or having had, some personal carrying on a business or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources maintaining a permanent establishment in, or are secured being physically present in, such Taxing Jurisdiction) other than through the mere receipt of Guarantee Payments unless, in the Relevant Taxing Jurisdictioncase of the United Kingdom, orthat connection arises solely as a result of the Control Party being a resident of the United Kingdom; (cB) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residenceto, or identity of the to a Person on behalf of, a Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as who presents a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or Preferred Trust Security (dwhenever presentation is required) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any for payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant date on which payment first becomes due except to the extent that such Holder would have been entitled to such Additional Amounts on presenting such Preferred Trust Security for payment on the last day of principal or interest becomes duesuch period of 30 days; (C) to, or to a Person on behalf of, a Holder who presents a Preferred Trust Security (when presentation is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, required) other than in The City of New York; or (hD) are payable because any Security was presented to, or to a particular paying agent Person on behalf of, a Holder who would not be liable or subject to Gross-Up Taxes by making a declaration of non-residence or similar claim for payment if exemption to the relevant tax authority. Such Additional Amounts will also not be payable where, had the beneficial owner of the Preferred Trust Security could (or any interest therein) been the Holder of the Preferred Trust Security , it would not have been presented entitled to another paying agent without payment of Additional Amounts by reason of any such withholding one or deduction, or more of clauses (i) are payable for any combination of (aA) through (hD) above. References to principal or interest in respect If the Guarantor shall determine that Additional Amounts will not be payable because of the Securities shall be deemed to include any Additional Amounts which may be payable as set immediately preceding sentence, the Guarantor will inform such Holder promptly after making such determination setting forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesreason(s) thereof.

Additional Amounts. In the event that any Guarantor becomes obligated to make All payments in respect of the Securities, such Guarantor will make Obligations and all payments in respect of made pursuant to Article VIII shall be made by the Securities Guarantor without withholding or deduction for at source for, or on account of of, any present or future taxes taxes, fees, duties, assessments or duties governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the Government of Canada or any political subdivision province or any authority territory thereof or by any local, provincial or federal authority or agency therein or thereof having power to tax (the collectively, such taxes, fees, duties, assessments or governmental charges are herein referred to as “Relevant Taxing JurisdictionTaxes”) ), unless such Taxes are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of Canada or any province, territory, political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in Canada or any province, territory or political subdivision thereof). If a withholding or deduction for Taxes is required by law. In such eventwith respect to any payment of any Obligation made to a Holder of a Note, such the Guarantor will shall, subject to certain limitations and exceptions set forth below, pay to the Holders Holder of any such Note such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the every net amounts received by the Holderspayment of any Obligation made to such Holder, after such withholding or deduction, shall equal not be less than the respective amounts amount provided for in such Note and this Indenture to be then due and payable if such Taxes had not been withheld or deducted; provided, however, that the Guarantor shall not be required to make payment of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable for or on account of any taxes or duties whicha Holder: (a1) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by is subject to such Guarantor from payment of principal or interest made by it, or (b) are payable Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason mere holding of the fact that Notes or the receipt of payments in respect thereunder; (2) which failed to comply with a timely request of the Securities Issuer or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner Guarantor to provide certification, information, documents or other evidence information concerning the such Holder’s nationality, residence, entitlement to treaty benefits, identity or identity of connection with Canada or any political subdivision or authority thereof, if and to the Holder extent that due and beneficial owner timely compliance with such request would have reduced or eliminated any Taxes as to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating which Additional Amounts would have otherwise been payable to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, Holder but for this clause; or (d3) consist as to which any combination of the above clauses (1) and (2) is applicable. nor shall any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or Additional Amounts be paid with respect to any payment by the applicable Guarantor of Obligations to the registered any Holder if such Holder is who is, for Canadian income tax purposes, a fiduciary or partnership or any person other than the sole beneficial owner of such payment Note to the extent that taxes such payment would be required by the laws of Canada (or any province, territory or political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary, or a partner of such partnership, or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts had such registered Holder it been the sole beneficial owner Holder of the Note. Whenever in this SecurityIndenture there is mentioned, or in any context, the payment of the principal of or any premium, interest (fincluding Special Interest) are deducted or withheld any other amounts (including Additional Amounts) on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such mention shall be deemed to include mention of the payment of any Additional Amounts pursuant hereto to the extent that, in such context, any Additional Amount is, was or would be payable in respect thereof pursuant to such terms, and express mention of the payment of any Additional Amount (iif applicable) in any European Union directive provision hereof shall not be construed as excluding the payment of any Additional Amount in those provisions hereof where such express mention is not made. Except as otherwise provided in or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating pursuant to such taxation and to which the Relevant Taxing Jurisdiction this Indenture or the European Union is a partyNotes, or (iii) any provision at least 10 days prior to the first Interest Payment Date, and at least 10 days prior to each date of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided if there has been any change with respect to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as matters set forth in the Indenturebelow-mentioned Guarantor Officers’ Certificate, the Guarantor shall furnish to the Trustee and the Paying Agent, if other than the Trustee, a Guarantor Officers’ Certificate instructing the Trustee and the Paying Agent whether such payment of principal of and premium, if any, interest or any other amounts on the Notes shall be made to Holders of the Notes without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 10.02. If any such withholding shall be required, then such Guarantor Officer’s Certificate shall specify the amount, if any, required to be withheld on such payments to such Holders of the Notes, and the Guarantor agrees to pay to the Trustee or the Paying Agent the Additional Amount required by this Section 10.02. The covenant regarding Additional Amounts shall not apply Guarantor covenants to indemnify the Trustee and the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply Officers’ Certificate furnished pursuant to the Company any time it is incorporated in a jurisdiction outside of the United Statesthis Section 10.02.

Additional Amounts. In All payments made by the event that any Company under or with respect to a Note or by a Guarantor becomes obligated under or with respect to make payments in respect a Guarantee will be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”), unless the Company or such Guarantor is required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account for Taxes imposed or levied by way of withholding or deduction at source by or on behalf of the government of The Netherlands or any other jurisdiction in which such the Company or any Guarantor is incorporated, organized, organized or otherwise is a resident for tax resident purposes or within or through which payment is made or any political subdivision or any taxing authority or agency thereof or therein having power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) unless from any payment made under or with respect to a Note or a Guarantee of such withholding Guarantor, the Company or deduction is required by law. In such eventGuarantor, such Guarantor as applicable, will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, Holder of such Note (including Additional Amounts) after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence deduction of such withholding Taxes will not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deductiondeducted; except provided, however, that no such notwithstanding the foregoing, Additional Amounts shall will not be payable on account of any taxes or duties whichpaid with respect to: (a1) are payable by any person acting as custodian bank Taxes that would not have been so imposed, deducted or collecting agent on behalf withheld but for the existence of a Holder, any present or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of former connection between the Holder or beneficial owner havingof a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationof such Note, informationif the Holder or beneficial owner is an estate, documents nominee, trust, partnership or other evidence concerning corporation) and the nationalityrelevant Taxing Jurisdiction, residenceincluding, without limitation, the Holder or beneficial owner being, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattershaving been, whether required or imposed by statutea citizen, treaty, regulation or administrative practice, as a precondition to exemption fromnational, or resident, being, or having been, engaged in a reduction trade or business, being, or having been, physically present in or having had a permanent establishment in the rate of withholding or deduction relevant Taxing Jurisdiction (but not including the mere receipt of such taxespayment or the ownership or holding of or the execution, ordelivery, registration or enforcement of such Note); (d2) consist subject to the last paragraph of this Section, any estate, inheritance, gift, sales, excise, transfer, transfer or personal property tax or similar taxestax, orassessment or governmental charge; (e3) are imposed on any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note or Guarantee; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on such Note 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 relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable Guarantor law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 60 days prior to the registered 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 Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, 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); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or 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 would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (6) any payment under or with respect to a Note to any Person that is a fiduciary fiduciary, limited liability company or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or limited liability company or the beneficial owner of such payment or Note would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner actual Holder of this Security, orsuch Note; (f7) any Taxes that are required to be deducted or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (ithe “Code”), and any amended or successor version that is substantively comparable and not materially more onerous to comply with, any current or future regulations or agreements thereunder, official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, or any European Union directive law or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding implementing an intergovernmental agreement relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, foregoing; or (g8) any combination of items (1) are payable by reason of through (7) above. The foregoing provisions shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Company or a change Guarantor. The Company or the applicable Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in law accordance with applicable law. The Company or practice that becomes effective more than the applicable Guarantor will furnish to the Trustee, within 30 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to the Company or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Company or such Guarantor. Copies of such receipts or other documentation will be made available to the Holders or the Paying Agent, as applicable, upon request. At least 15 days prior to each date on which any payment under or with respect to any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 15th day prior to such date, in which case it shall be promptly delivered thereafter, if the Company or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or such Guarantor will deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts estimated to be so payable and will set forth such other information necessary to enable such Paying Agent to pay such Additional Amounts to Holders of such Notes on the relevant payment of principal date. If requested by the Trustee, the Company or interest becomes due, or is duly provided for and written notice thereof is provided the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the HoldersTrustee evidencing the payment of Additional Amounts. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. The Trustee and the Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. Whenever in the Indenture there is mentioned, whichever occurs laterin any context, or (h) are the payment of Principal, premium, if any, interest or of any other amount payable because under or with respect to any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any Note, such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenturerespect thereof. The covenant regarding Additional Amounts shall not apply to Company and the Guarantors 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, enforcement or registration of the Notes, the Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor at or any time when such Guarantor successor Person is incorporated in a organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the United Statesenforcement of the Notes, and will apply the Guarantees or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The Company any time it is incorporated in a jurisdiction outside and the Guarantors agree to indemnify the Holders of the United StatesNotes for any such non-excluded taxes paid by such Holders.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) Jurisdiction unless such withholding or deduction is required by law. In the event such eventwithholding or deduction is required by law, such Guarantor will pay to the Holders of the Notes such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the such Holders, after such withholding or deduction, shall equal the respective amounts of principal principal, interest and interest premium, if any, which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal principal, interest or interest premium, if any, made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities Notes or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Note if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this SecurityNote, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security the Note was presented to a particular paying agent for payment if the Security Note could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal principal, interest or interest premium in respect of the Securities Notes in this Fourteenth Supplemental Indenture shall be deemed to include any Additional Amounts which may be payable as set forth in this Section 2.07. References to payment, deduction or withholding by any Guarantor shall be deemed to include payment, deduction or withholding on such Guarantor's behalf by its paying agent, including the IndentureTrustee or the Sub-Paying Agent. The covenant regarding Additional Amounts This Section 2.07 shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code ("FATCA Withholding"). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated to make payments in respect of Company on the Securities, such Guarantor Euro Notes will make all payments in respect of the Securities be made without withholding or deduction for for, or on account of of, any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of The Netherlands or any jurisdiction in which such Guarantor the Company or any Surviving Entity is incorporated, organized, organized or is otherwise resident for tax resident purposes or any political subdivision thereof or any authority thereof or therein having power to tax therein or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such the withholding or deduction of such Taxes is then required by law. In such eventIf any deduction or withholding for, such Guarantor or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Company with respect to the Euro Notes, including payments of principal, redemption price, interest or premium, the Company will pay to the Holders such additional amounts (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received in respect of such payments by the HoldersHolders of the Euro Notes or the Trustee, as the case may be, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account of any taxes or duties whichwith respect to: (a) are payable any payments on a Euro Note held by any person acting as custodian bank or collecting agent on behalf of a Holder, Holder or otherwise beneficial owner who is liable for such Taxes in any manner which does not constitute a deduction or withholding respect of such Euro Note by such Guarantor from payment of principal or interest made by it, or (b) are payable by 113 reason of the Holder or beneficial owner having, or having had, some personal or business connection with such the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in being physically present in, the Relevant Taxing Jurisdiction, or) other than by the mere holding of such Euro Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (cb) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Euro Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, from all or a reduction part of such Taxes; (c) except in the rate case of withholding or deduction the winding up of such taxesthe Company, orany Euro Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or Euro Note presented for payment (ewhere presentation is required) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided first made available for and written notice thereof is provided payment to the HoldersHolder, whichever occurs laterexcept to the extent that the Holder would have been entitled to such Additional Amounts on presenting such note for payment on the thirtieth day after the relevant payment is first made available. (e) any estate, inheritance, gift, sale, transfer, personal, property or similar tax, assessment or other governmental charge; (f) any tax, assessment or other governmental charge which is payable otherwise than by withholding any interest on, the Euro Notes; or (hg) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of clauses (a) through and (hf) above. References to principal or interest in respect Such Additional Amounts will also not be payable where, had the beneficial owner of the Securities shall be deemed Euro Note been the Holder of the Euro Note, he would not have been entitled to include any payment of Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply by reason of clauses (a) to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States(g) inclusive above.

Additional Amounts. In All payments made by the event that any Company under or with respect to a Note or by a Guarantor becomes obligated under or with respect to make payments in respect a Guarantee will be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by way of withholding or deduction at source by or on behalf of the government of The Netherlands or any other jurisdiction in which such the Company or any Guarantor is incorporated, organized, organized or otherwise is a resident for tax resident purposes or within or through which payment is made or any political subdivision or any taxing authority or agency thereof or therein having power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless the Company or such withholding or deduction Guarantor is required to withhold or deduct any such Taxes by lawlaw or by the interpretation or administration thereof. In If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Note or a Guarantee of such eventGuarantor, the Company or such Guarantor Guarantor, as applicable, will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, Holder of such Note (including Additional Amounts) after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence deduction of such withholding Taxes will not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deductiondeducted; except provided, however, that no such notwithstanding the foregoing, Additional Amounts shall will not be payable on account of any taxes or duties whichpaid with respect to: (a1) are payable by any person acting as custodian bank Taxes that would not have been so imposed, deducted or collecting agent on behalf withheld but for the existence of a Holder, any present or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of former connection between the Holder or beneficial owner havingof a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationof such Note, information, documents or other evidence concerning the nationality, residence, or identity of if the Holder and or beneficial owner is an estate, nominee, trust, partnership or to make any valid or timely declaration or similar claim or satisfy any corporation) and the relevant Taxing Jurisdiction (other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in than the rate of withholding or deduction mere receipt of such taxespayment or the ownership or holding of or the execution, ordelivery, registration or enforcement of such Note); (d2) consist subject to the last paragraph of this section, any estate, inheritance, gift, sales, excise, transfer, transfer or personal property tax or similar taxestax, orassessment or governmental charge; (e3) are imposed on any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note or Guarantee; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on such Note had (i) made a declaration of nonresidence, 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 relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of nonresidence or other claim or filing for exemption or such compliance is required by the applicable Guarantor law of the Taxing Jurisdiction 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 registered 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 Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, 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); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or 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 would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (6) any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such a 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; (7) any Taxes imposed on such a payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld to an individual and required to be made pursuant to European Council Directive 2003/48/EC (ithe “Directive”) or any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, implementing or complying with, or introduced in order to conform withto, the Directive; (8) any Note presented for payment by, or on behalf of, a Holder who would have been able to avoid such directive, regulation, treaty or understanding, Taxes by presenting the relevant note to another Paying Agent in a Member State of the European Union; or (g9) are payable by reason any combination of items (1) through (8) above. The foregoing provisions shall survive for a change period no longer than 60 days following any termination or discharge of the Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Company or a Guarantor. The Company or the applicable Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in law accordance with applicable law. The Company or practice that becomes effective more than the applicable Guarantor will furnish to the Trustee, within 30 days after the relevant date the payment of principal any Taxes deducted or interest becomes duewithheld is due pursuant to applicable law, or is duly provided for and written notice thereof is provided certified copies of tax receipts or, if such tax receipts are not reasonably available to the HoldersCompany or such Guarantor, whichever occurs latersuch other documentation that provides reasonable evidence of such payment by the Company or such Guarantor. Copies of such receipts or other documentation will be made available to the Holders or the Paying Agent, or (h) are payable because as applicable, upon request. At least 15 days prior to each date on which any Security was presented payment under or with respect to a particular paying agent for payment any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly delivered thereafter, if the Security could have been presented Company or any Guarantor will be obligated to another paying agent without pay Additional Amounts with respect to such payment, the Company or such Guarantor will deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable such Trustee and Paying Agent to pay such Additional Amounts to Holders of such Notes on the payment date. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Note, such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenturerespect thereof. The covenant regarding Additional Amounts shall not apply to Company and the Guarantors 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, enforcement or registration of the Notes, the Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor at or any time when such Guarantor successor Person is incorporated in a organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the United Statesenforcement of the Notes, and will apply the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The Company any time it is incorporated in a jurisdiction outside and the Guarantors agree to indemnify the Holders of the United StatesNotes for any such non-excluded taxes paid by such Holders.