Common use of Payment without Withholding Clause in Contracts

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed or levied by or on behalf of any Relevant Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the Notes, in the absence of such withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with respect to any Note: (a) presented for payment by or on behalf of a holder who is liable for Taxes in respect of the Note by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of such Note; or (b) presented for payment in Türkiye; or (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on the last day of such 30 day period assuming that day to have been a Payment Day (as defined in Condition 7.4). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will or any Guarantor shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of any of the Relevant Jurisdiction Jurisdictions, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer or, as the case may be, the relevant Guarantor will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case may be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment in Italy; or (b) presented for payment by or on behalf of of, a holder who is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any Relevant Jurisdiction other than the mere holding of such Note; or (b) presented for payment in Türkiyethe Note or Coupon; or (c) by, or on behalf of, a holder who is entitled to avoid such withholding or deduction in respect of the Note or Coupon by making a declaration or any other statement to the relevant tax authority, including, but not limited to, a declaration of residence or non-residence or other similar claim for exemption; or (d) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not allow for a satisfactory exchange of information with the Italian authorities; or (e) in all circumstances in which the procedures to obtain an exemption from imposta sostitutiva or any alternative future system of deduction or withholding set forth in Legislative Decree No. 239 of 1 April 1996, as amended, have not been met or complied with, except where such procedures have not been met or complied with due to the actions or omissions of the Issuer or its agents; or (f) where such withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or (g) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (h) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such 30 day period assuming is in fact the case, that day to have been a Payment Day Presentation Date (as defined in Condition 7.46 (Payments). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:).

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of any the Relevant Jurisdiction Jurisdiction, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case may be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by or on behalf of a holder who is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any the Relevant Jurisdiction other than the mere holding of such Notethe Note or Coupon; or (b) presented for where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in Türkiyeorder to conform to, such Directive; or (c) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of such the period of 30 day period days assuming that day to have been a Payment Day Presentation Date (as defined in Condition 7.45); or (e) with respect to any estate, inheritance, gift, sales, personal property, transfer or similar tax, duty, assessment or governmental charge; or (f) where such withholding or deduction is imposed by reason of a holder’s status as (i) a personal holding company for U.S. federal income tax purposes, (ii) a corporation with accumulated earnings to avoid U.S. federal income tax, (iii) a controlled foreign corporation or passive foreign investment company for U.S. federal income tax purposes, (iv) the owner, actually or by attribution, of 10 per cent. Notwithstanding any or more of the total combined voting power of all classes of stock of the Issuer entitled to vote, (v) a private foundation or foreign tax-exempt organization or (vi) a bank receiving interest that is not eligible for the portfolio interest exemption, as such term is used for U.S. federal income tax purposes; or (g) where such withholding or deduction is payable because of a failure of the holder to comply with reporting requirements concerning nationality, residence or identity of a holder or beneficial owner if required by U.S. statute or regulation to avoid such withholding or deduction; or (h) where such withholding or deduction is due on a payment to someone other provision of these Conditions, in no event will than the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect beneficial owner of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) if the beneficial owner would not have been entitled thereto under the above exceptions had it been the holder of the Code) note or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:coupon.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will shall be made free and clear of, and without withholding or deduction for for, or on account of of, any present or future taxes, duties, levies, assessments or governmental charges (including related interest or and penalties) of whatever nature ("“Taxes"”) imposed, assessed or levied by or on behalf of any Relevant Jurisdiction Jurisdiction, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the Notes, Notes in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any Note: (a) presented for payment held by or on behalf of a holder who is liable for such Taxes in respect of the Note by reason of such holder having some connection with any the Relevant Jurisdiction other than the mere holding of such the Note; or (b) in respect of which the Certificate representing it is presented for payment in Türkiyethe Relevant Jurisdiction; or (c) in respect of which the Certificate representing it is presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an such additional amount amounts on presenting the same for payment on the last day of such the period of 30 day period days assuming that day to have been a Payment Business Day (as defined in Condition 7.46). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person Issuer be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Section 1471 through 1474 of the Code) , any regulations or agreements thereunder, or any official interpretations thereof, or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:thereto.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will shall be made free and clear of, and without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of any the Relevant Jurisdiction Jurisdiction, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case may be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by or on behalf of a holder who is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any the Relevant Jurisdiction other than the mere holding of such Notethe Note or Coupon; or (b) presented for payment in Türkiyeby or on behalf of a holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or (c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or (d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (e) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of such the period of 30 day period days assuming that day to have been a Payment Day Presentation Date (as defined in Condition 7.45.5). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will or a Guarantor shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("“Taxes"”) imposed, assessed imposed or levied by or on behalf of any Relevant Jurisdiction Jurisdictions unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer or, as the case may be, the relevant Guarantor will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case may be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (ai) presented for payment by or on behalf of a holder who is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any Relevant Jurisdiction other than the mere holding of such Notethe Note or Coupon; or (b) presented for payment in Türkiye; or (cii) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such 30 day period assuming is in fact the case, that day to have been a Payment Day (as defined in Condition 7.4)Presentation Date. Notwithstanding any other provision of these Conditionsthe Terms and Conditions of the Notes or the Trust Deed, in no event any amounts to be paid on the Notes by or on behalf of the Issuer will be paid net of any deduction or withholding imposed or required pursuant to FATCA (any such withholding or deduction, a “FATCA Withholding”). None of the Issuer, any Paying Agent Guarantor or any other Person person will be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:Withholding.

Payment without Withholding. All payments of principal and interest in respect of the Notes (including with respect to the Coupons, if any) by (or on behalf of of) the Issuer will shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, levies, assessments or governmental charges (including related interest or and penalties) of whatever nature ("“Taxes"”) imposed, assessed or levied by or on behalf of any Relevant Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer will shall pay such additional amounts (“Additional Amounts”) as shall be necessary in order that the net amounts received by the holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts which that would otherwise have been receivable in respect of the NotesNotes or Coupons, as the case may be, in the absence of such withholding or deduction; except provided that no such additional amounts Additional Amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by or on behalf of a holder who is liable for Taxes in respect of the Note or Coupon by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of such Note; orthe Note or Coupon or the receipt of payment in respect thereof, (b) presented for payment in Türkiye; Turkey, or (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder of the holder thereof relevant Note or Coupon would have been entitled to an additional amount Additional Amounts on presenting the same for payment on the last day of such 30 day period (assuming that day to have been a Payment Day (as defined in Condition 7.4Business Day). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional Additional Amounts or other amounts in respect of the Notes (including on Coupons) for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:Withholding Tax.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will or the Guarantor shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("“Taxes"”) imposed, assessed imposed or levied by or on behalf of any the Relevant Jurisdiction Jurisdiction, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case may be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by or on behalf of of, a holder who is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any the Relevant Jurisdiction other than the mere holding of such Notethe Note or Coupon; or (b) presented where such withholding or deduction could have been avoided by the holder making a declaration of non-residence or other similar claim for payment exemption to any authority of or in Türkiyethe United Kingdom; or (c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or (d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (e) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such 30 day period assuming is in fact the case, that day to have been a Payment Day Presentation Date (as defined in Condition 7.46 (Payments). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of the Netherlands or any Relevant Jurisdiction political subdivision thereof unless such the withholding or deduction of the Taxes is required by law. In any such event, the Issuer will pay such additional amounts in respect of Interest Payments but not in respect of any payments of principal (Additional Amounts) as shall may be necessary in order that the net amounts received by the holders of Noteholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable received in respect of the NotesNotes or Coupons, as the case may be, in the absence of such the withholding or deduction; except that no such additional amounts Additional Amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by or on behalf the holder of a holder who which is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any Relevant Jurisdiction the Netherlands other than the mere holding of such Notethe Note or Coupon; or (b) presented surrendered for payment (where surrender is required) in Türkiyethe Netherlands; or (c) in circumstances where such withholding or deduction would not be required if the holder or any person acting on his behalf had obtained and/or presented any form or certificate or had made a declaration of non-residence or similar claim for exemption to the relevant tax authority upon the making of which the holder would have been able to avoid such withholding or deduction; or (d) surrendered for payment (where surrender is required) more than 30 thirty (30) days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount Additional Amounts on presenting surrendering the same for payment on the last day of the period of thirty (30) days assuming (whether or not such 30 day period assuming is in fact the case) that day to have been a Payment Day Business Day. The Issuer shall be permitted to withhold or deduct any amounts required by the rules of U.S. Internal Revenue Code Sections 1471 through 1474 (or any amended or successor provisions), pursuant to any inter-governmental agreement or implementing legislation adopted by another jurisdiction in connection with these provisions, or pursuant to any agreement with the U.S. Internal Revenue Service (FATCA Withholding) as defined in Condition 7.4)a result of a Noteholder, Couponholder, beneficial owner or an intermediary that is not an agent of the Issuer not being entitled to receive payments free of FATCA Withholding. Notwithstanding The Issuer will have no obligation to pay Additional Amounts or otherwise indemnify an investor for any other provision of these Conditions, in no event will such FATCA Withholding deducted or withheld by the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect party. As used herein, the Relevant Date means the date on which the payment first becomes due, except that, if the full amount of the Notes formoneys payable has not been duly received by the Fiscal Agent on or prior to such due date, or it means the date on account ofwhich, any withholding or deduction required pursuant the full amount of such moneys having been so received, notice to FATCA that effect is duly given to the Noteholders in accordance with Condition 10 (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:Notices).

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will shall be made without withholding or deduction for reduction for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of any Relevant Jurisdiction Jurisdiction, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case stay be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by or on behalf of of, a holder who is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any a Relevant Jurisdiction other than the mere holding of such Notethe Note or Coupon; or (b) presented for payment by or on behalf of a holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in Türkiyethe place where the relevant Note or Coupon is presented; or (c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or (d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (e) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such 30 day period assuming is in fact the case, that day to have been beets a Payment Day Presentation Date (as defined in Condition 7.45.5). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("“Taxes"”) imposed, assessed imposed or levied by or on behalf of any a Relevant Jurisdiction Jurisdiction, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of Noteholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the Notes, Notes in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any Note: (a) presented for payment by or on behalf of a holder who is liable for the Taxes in respect of the Note by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of such the Note; or (b) presented for payment in Türkiyethe Republic of Turkey; or (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of such the period of 30 day period days assuming that day to have been a Payment Day (as defined in Condition 7.4)Business Day. Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person Issuer be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:.

Payment without Withholding. All payments in respect of the Notes and Coupons by or on behalf of the Issuer will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("“Taxes"”) imposed, assessed imposed or levied by or on behalf of any Relevant Jurisdiction unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or Coupons, as the case may be, in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by if the holder or on behalf of a holder who beneficial owner is liable for Taxes in respect of the Note or Coupon by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of such Notethe Note or Coupon; or (b) presented for payment in the Republic of Türkiye; or (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder or, as the holder thereof case may be, Couponholder would have been entitled to an additional amount amounts on presenting the same for payment on the last day of such the period of 30 day period days assuming that day to have been a Payment Business Day (as defined in Condition 7.47.6). Notwithstanding any other provision of these Conditions, any amounts to be paid on the Notes by or on behalf of the Issuer will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in no event will Section 1471(b) of the IssuerU.S. Internal Revenue Code of 1986, any Paying Agent as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Issuer nor any other Person person will be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCAWithholding. For the purposes of In these Conditions:

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will or the Guarantor and all payments made by the Guarantor or any of its Subsidiaries in respect of the inter-company loans of the proceeds of the offering of the Notes from the Issuer to the Guarantor or any of its Subsidiaries (collectively, the "Intercompany Loan") shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of any of the Relevant Jurisdiction Jurisdictions ("Taxes"), unless such withholding or deduction of the Taxes is required by law. In such that event, the Issuer Issuer, the Guarantor or such Subsidiary of the Guarantor, as the case may be, will pay such additional amounts ("Additional Amounts") as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders or in connection with the Notes Intercompany Loan after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the Notes, the Coupons or in connection with the Intercompany Loan, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts Additional Amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by to, or to a third party on behalf of of, a holder who is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any a Relevant Jurisdiction other than the mere holding of such Notethe Note or Coupon or receiving principal or interest in respect thereof; or (b) presented for payment in Türkiye; or (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount Additional Amounts on presenting the same for payment on the last day of such period of 30 day period days assuming that day to have been a Payment Day Presentation Date; or (as defined in Condition 7.4). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect of the Notes for, or on account of, any c) where such withholding or deduction is imposed on a payment to an individual and is required pursuant to FATCA (including be made pursuant to any agreement described in Section 1471(b) European Union Directive on the taxation of savings implementing the conclusions of the Code) ECOFIN Council meeting of 26th to 27th November, 2000 or any law implementing an intergovernmental approach or complying with, or introduced in order to FATCA. For conform, to such Directive; or (d) presented for payment by or on behalf of a Noteholder or Couponholder who would have been able to avoid such withholding or deduction by presenting the purposes relevant Note or Coupon, as the case may be, to another Paying Agent in a European Union Member State; or (e) in respect of these Conditions:any such Taxes that would not have been so imposed, deducted or withheld if the holder or beneficial owner of a Note or the 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 a Relevant 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 a Relevant 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 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 a Relevant Jurisdiction, the holder or the beneficial owner, as the case may be, of such Note at that time has been notified by the Issuer 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); or (f) in respect of 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 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 such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note; or (g) in respect of any estate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge; or (h) any combination of items (a) through (g) above.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will shall be made free and clear of, and without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of any the Relevant Jurisdiction Jurisdiction, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case may be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) the holder of which is liable to such Taxes in respect of the Note or Coupon by reason of his having some connection with the Relevant Jurisdiction other than the mere holding of the Note or Coupon; or (b) presented for payment by or on behalf of a holder who is would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for Taxes in respect of exemption to the Note by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of such Note; or (b) presented for payment in Türkiyerelevant tax authority; or (c) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or (d) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or (e) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of such the period of 30 day period days assuming that day to have been a Payment Day Presentation Date (as defined in Condition 7.45.5). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will or the Guarantor shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes"TAXES) imposed, assessed imposed or levied by or on behalf of any the Relevant Jurisdiction Jurisdictions, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case may be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable payable: (a) in relation to any payment with in respect of any Note or Coupon where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or (b) in relation to any Note: (a) payment in respect of any Note or Coupon presented for payment by or on behalf of a holder who is liable for Taxes would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in respect a Member State of the Note by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of such Note; or (b) presented for payment in TürkiyeEuropean Union; or (c) in relation to any payment in respect of any Note or Coupon presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of such the period of 30 day period days assuming that day to have been a Payment Day Presentation Date (as defined in Condition 7.46.5). Notwithstanding ; or (d) for or on account of any tax, assessment or other provision governmental charge that would not have been so imposed but for the existence of these Conditionsany present or former connection (other than the more holding of a Note or Coupon) between such Noteholder or Couponholder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Noteholder or Couponholder, if such Noteholder or Couponholder is an estate, a trust, a partnership or a corporation) and any Relevant Jurisdiction and its possessions, including, without limitation, such Noteholder or Couponholder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in no event will the Issuera trade or business or present therein or having, or having had, a permanent establishment therein; or (e) for or on account of any Paying Agent estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge; or (f) for or on account of any tax, assessment or other Person be required governmental charge imposed by reason of such Noteholder or Couponholder's past or present status as a controlled foreign corporation or passive foreign investment company with respect to pay the United States or as a corporation that accumulates earnings to avoid United States federal income tax; or (g) for or on account of any additional amounts tax, assessment or other governmental charge that is payable otherwise than by withholding from payments on or in respect of the Notes for, any Note; or (h) for or on account ofof any tax, any withholding assessment or deduction required pursuant other governmental charge that would not have been imposed but for the failure to FATCA (including pursuant to any agreement described in Section 1471(b) comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the CodeNoteholder or Couponholder, if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge; or (i) for or on account of any law implementing an intergovernmental approach tax, assessment or other governmental charge imposed by reason of such Noteholder or Couponholder's past or present status as the actual or constructive owner of 10 per cent, or more of the total combined voting power of all classes of the stock of the Guarantor entitled to FATCA. For vote or as a controlled foreign corporation that is related directly or indirectly to the purposes of these Conditions:Guarantor through stock ownership.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will or the Guarantor (each, a “Payor”) shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of any Relevant Jurisdiction authority having the power to tax, unless such the withholding or deduction of the Taxes is required by law. In such eventthe event that a Payor is so required to withhold or deduct any Taxes imposed or levied by or on behalf of a Relevant Jurisdiction from a payment in respect of the Notes, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case may be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) for Taxes in respect of such Note or Coupon by reason of such Noteholder or Couponholder (or any beneficial owner of any interest in, or rights in respect of, such Note or Coupon) having a present or former connection with the Relevant Jurisdiction other than a mere holding of the Note or Coupon or the receipt of payments in respect thereof; (b) presented for payment in the Republic of Ireland or Bermuda; (c) presented for payment by or on behalf of a holder who is liable would have been able to avoid such withholding or deduction by satisfying any statutory requirement or by making a declaration or any other statement, including but not limited to a declaration of residence or non- residence or other similar claim for Taxes in respect of the Note by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of such Note; orexemption; (bd) presented for payment in Türkiye; orby or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note and/or Coupon to another Paying Agent; (ce) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on the last such thirtieth day of such 30 day period assuming that day to have been a Payment Day Presentation Date (as defined in Condition 7.45.5 (Payment only on a Presentation Date). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect of the Notes for, or on account of, any ); (f) where such withholding or deduction is required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the US Internal Revenue Code of 1986, as amended (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any law amended or successor version), any current or future regulations or agreements (including any intergovernmental agreements) thereunder, official interpretations thereof or any law, regulation or official interpretation implementing an intergovernmental approach to FATCA. For any of the purposes foregoing; or (g) any combination of these Conditions:the above.

Payment without Withholding. All payments in respect of the Notes by or on behalf of the Issuer will shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of any of the Relevant Jurisdiction Jurisdictions, unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will pay such additional amounts as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders after the Notes after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or, as the case may be, Coupons in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment in the Republic of Italy; or (b) presented for payment by or on behalf of of, a holder who is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any Relevant Jurisdiction other than the mere holding of such Note; or (b) presented for payment in Türkiyethe Note or Coupon; or (c) by, or on behalf of, a holder who is entitled to avoid such withholding or deduction in respect of the Note or Coupon by making a declaration or any other statement to the relevant tax authority, including, but not limited to, a declaration of residence or non-residence or other similar claim for exemption; or (d) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not allow for a satisfactory exchange of information with the Italian authorities; or (e) in relation to any payment or deduction of any interest, premium or other proceeds of any Note, Receipt or Coupon on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996, as amended from time to time; or (f) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the a holder thereof would have been entitled to an additional amount amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such 30 day period assuming is in fact the case, that day to have been a Payment Day Presentation Date (as defined in Condition 7.46). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:.

Payment without Withholding. All payments in respect of the Notes and Coupons by or on behalf of the Issuer will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("Taxes") imposed, assessed imposed or levied by or on behalf of any Relevant Jurisdiction unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the NotesNotes or Coupons, as the case may be, in the absence of such the withholding or deduction; except that no such additional amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by or on behalf of a holder who is liable for Taxes in respect of the Note or Coupon by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of such Notethe Note or Coupon; or (b) presented for payment in the Republic of Türkiye; or (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder or, as the holder thereof case may be, Couponholder would have been entitled to an additional amount amounts on presenting the same for payment on the last day of such the period of 30 day period days assuming that day to have been a Payment Business Day (as defined in Condition 7.47.6). Notwithstanding any other provision of these Conditions, in no event will any amounts to be paid on the Notes by or on behalf of the Issuer, will be paid net of any Paying Agent deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a "FATCA Withholding"). Neither the Issuer nor any other Person person will be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCAWithholding. For the purposes of In these Conditions:

Payment without Withholding. All payments in respect of the Notes (including with respect to the Coupons, if any) by (or on behalf of of) the Issuer will shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges (including related interest or penalties) of whatever nature ("“Taxes"”) imposed, assessed imposed or levied by or on behalf of any Relevant Jurisdiction unless such the withholding or deduction of the Taxes is required by law. In such that event, the Issuer will shall pay such additional amounts (“Additional Amounts”) as shall be necessary in order that the net amounts received by the holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts which that would otherwise have been receivable in respect of the NotesNotes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts Additional Amounts shall be payable in relation to any payment with in respect to of any NoteNote or Coupon: (a) presented for payment by or on behalf of a holder who is liable for Taxes in respect of the Note or Coupon by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of such Note; orthe Note or Coupon or the receipt of payment in respect thereof, (b) presented for payment in Türkiye; Turkey, or (c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder of the holder thereof relevant Note or Coupon would have been entitled to an additional amount Additional Amounts on presenting the same for payment on the last day of such 30 day period (assuming that day to have been a Payment Day (as defined in Condition 7.4Business Day). Notwithstanding any other provision of these Conditions, in no event will the Issuer, any Paying Agent or any other Person be required to pay any additional Additional Amounts or other amounts in respect of the Notes (including on Coupons) for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:.