Common use of Redemption of Notes for Changes in Withholding Taxes Clause in Contracts

Redemption of Notes for Changes in Withholding Taxes. The Company may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of the then then-outstanding Notes, Notes at any time upon giving not less than 15 30 nor more than 60 days’ notice to the Holders of the Notes (which notice will shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon thereon, if any, to the redemption date. This redemption applies only date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines in good faith that (a) it, or any Note Guarantor with respect to a Note Guarantee, as the case may be, has become obligated or, on the occasion of the next payment due in respect of the Notes, would be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the relevant Note Guarantee, as applicable, and (b) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, or change in, the laws or treaties (including or any regulations, protocols or rulings or regulations promulgated thereunder) of The Netherlands the United Kingdom, the United States or any other jurisdiction in Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Company or Closing Date, or (2) any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning regarding the interpretationapplication, administration or application interpretation of such laws, treaties, regulations, protocols or rulings or regulations (including a holding holding, judgment or order by a court of competent jurisdiction), which amendment or change is in position becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such GuarantorClosing Date. No such The notice of redemption may not be given earlier than 60 90 days prior to the earliest date on which the Company or a Guarantor of such Notes Issuer would be obligated to pay such Additional Amounts were make a payment or withholding if a payment in respect of such the Notes were then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At and unless, at the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain remains in effect. Immediately prior Prior to the publication or, where relevant, mailing of any notice of redemption described aboveof the Notes pursuant to the foregoing, the Company shall Issuer will deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change circumstances referred to in above exist and the preceding paragraph of this SectionIssuer cannot avoid the obligation by taking reasonable measures available to it. The Trustee will shall accept and shall be entitled to rely on such Officers’ the Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Redemption of Notes for Changes in Withholding Taxes. The Company may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the this Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of the then then-outstanding Notes, Notes at any time upon giving not less than 15 30 nor more than 60 days’ ' notice to the Holders of the Notes (which notice will shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon thereon, if any, to the redemption date. This redemption applies only date (a "Tax Redemption Date") and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines in good faith that (a) it, or any Note Guarantor with respect to a Note Guarantee, as the case may be, has become obligated or, on the occasion of the next payment due in respect of the Notes, would be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the relevant Note Guarantee, as applicable, and (b) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, or change in, the laws or treaties (including or any regulations, protocols or rulings or regulations promulgated thereunder) of The Netherlands the United Kingdom, the United States or any other jurisdiction in Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Company or Closing Date, or (2) any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning regarding the interpretationapplication, administration or application interpretation of such laws, treaties, regulations, protocols or rulings or regulations (including a holding holding, judgment or order by a court of competent jurisdiction), which amendment or change is in position becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the HoldersClosing Date.

Redemption of Notes for Changes in Withholding Taxes. The Company may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the this Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of providing any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Redemption of Notes for Changes in Withholding Taxes. The Company may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the HoldersCounsel.

Redemption of Notes for Changes in Withholding Taxes. The Company Case New Holland may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption dateRedemption Date. This redemption applies right shall apply only if at such time CNH Global or any Foreign Subsidiary Guarantor is then making payments to the Holders of the Notes pursuant to its Guarantee of the Notes and as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company CNH Global or any Foreign Subsidiary Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company CNH Global or a Guarantor of such NotesForeign Subsidiary Guarantor, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company CNH Global or a Guarantor of such NotesForeign Subsidiary Guarantor, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company that CNH Global or a Foreign Subsidiary Guarantor of such Notes has become becomes or will become obligated to pay Additional Amounts (as described in accordance with Section 3.07 4.23 of the Indenture Indenture) on the next date on which any amount would be payable with respect to such its Guarantee of the Notes and the Company CNH Global or such Foreign Subsidiary Guarantor determines in good faith that (x) such Additional Amounts would be material and (y) such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company CNH Global or such Foreign Subsidiary Guarantor. No such notice of such redemption may be given earlier than 60 90 days prior to the earliest date on which the Company CNH Global or a Foreign Subsidiary Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such its Guarantee of the Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company Case New Holland shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor Case New Holland is entitled to elect to effect such redemption and setting forth a statement of facts showing that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available conditions precedent to the Company or such Guarantor right of Case New Holland so to elect to redeem have occurred and (ii) an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Company CNH Global or the Guarantorapplicable Foreign Subsidiary Guarantor or such successor Person, as applicablethe case may be, has or will be required become obligated to pay such Additional Amounts as a result of an such amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holderschange.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the 2028 Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon to the redemption dateRedemption Date. This redemption applies only if as a result of any amendment to, to or change in, in the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (orTaxing Jurisdiction, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position of a taxing authority in any Taxing Jurisdiction concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including by virtue of a holding by a court of competent jurisdiction), which amendment or change in each case is publicly announced and effective on or after the Issue Date (or, or in the case of Additional Amounts payable caused by a successor Person to tax imposed by a jurisdiction that became a Taxing Jurisdiction after the Company or a Guarantor of such NotesIssue Date, after the date on which such successor Person jurisdiction became such pursuant to applicable provisions of the Indenturea Taxing Jurisdiction), the Company or a Guarantor of such Notes Issuer has become or will become obligated to pay material Additional Amounts (as set forth in accordance with Section 3.07 4.12 of the Indenture Indenture) on the next date on which any amount would be payable with respect to such 2028 Notes and the Company or such Guarantor Issuer reasonably determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or Issuer. Notice of such Guarantor. No such notice of redemption may not be given earlier than 60 90 days prior to the earliest date on which the Company or a Guarantor of such Notes Issuer would be obligated to pay such Additional Amounts were a payment in respect of such 2028 Notes then due or nor later than 180 days after such amendment or change referred to in the preceding paragraphsentence. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company Issuer shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available conditions precedent to the Company or such Guarantor right of the Issuer so to elect to redeem have occurred and (ii) an Opinion opinion of Counsel independent legal counsel of recognized expertise in the laws of the relevant jurisdiction and satisfactory to the Trustee to the effect that the Company or the GuarantorIssuer, as applicablethe case may be, has or will be required become obligated to pay such Additional Amounts as a result of an such amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holderschange.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the 2026 Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon to the redemption dateRedemption Date. This redemption applies only if as a result of any amendment to, to or change in, in the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (orTaxing Jurisdiction, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position of a taxing authority in any Taxing Jurisdiction concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including by virtue of a holding by a court of competent jurisdiction), which amendment or change in each case is publicly announced and effective on or after the Issue Date (or, or in the case of Additional Amounts payable caused by a successor Person to tax imposed by a jurisdiction that became a Taxing Jurisdiction after the Company or a Guarantor of such NotesIssue Date, after the date on which such successor Person jurisdiction became such pursuant to applicable provisions of the Indenturea Taxing Jurisdiction), the Company or a Guarantor of such Notes Issuer has become or will become obligated to pay material Additional Amounts (as set forth in accordance with Section 3.07 4.12 of the Indenture Indenture) on the next date on which any amount would be payable with respect to such 2026 Notes and the Company or such Guarantor Issuer reasonably determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or Issuer. Notice of such Guarantor. No such notice of redemption may not be given earlier than 60 90 days prior to the earliest date on which the Company or a Guarantor of such Notes Issuer would be obligated to pay such Additional Amounts were a payment in respect of such 2026 Notes then due or nor later than 180 days after such amendment or change referred to in the preceding paragraphsentence. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company Issuer shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available conditions precedent to the Company or such Guarantor right of the Issuer so to elect to redeem have occurred and (ii) an Opinion opinion of Counsel independent legal counsel of recognized expertise in the laws of the relevant jurisdiction and satisfactory to the Trustee to the effect that the Company or the GuarantorIssuer, as applicablethe case may be, has or will be required become obligated to pay such Additional Amounts as a result of an such amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holderschange.

Redemption of Notes for Changes in Withholding Taxes. The Company Case New Holland may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption dateRedemption Date. This redemption applies right shall apply only if at such time CNH Global or any Foreign Subsidiary Guarantor is then making payments to the Holders of the Notes pursuant to its Guarantee of the Notes and as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company CNH Global or any Foreign Subsidiary Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company CNH Global or a Guarantor of such NotesForeign Subsidiary Guarantor, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company CNH Global or a Guarantor of such NotesForeign Subsidiary Guarantor, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company that CNH Global or a Foreign Subsidiary Guarantor of such Notes has become becomes or will become obligated to pay Additional Amounts (as described in accordance with Section 3.07 4.23 of the Indenture Indenture) on the next date on which any amount would be payable with respect to such its Guarantee of the Notes and the Company CNH Global or such Foreign Subsidiary Guarantor determines in good faith that (x) such Additional Amounts would be material and (y) such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company CNH Global or such Foreign Subsidiary Guarantor. No such notice of redemption may be given earlier than 60 90 days prior to the earliest date on which the Company CNH Global or a Foreign Subsidiary Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such its Guarantee of the Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company Case New Holland shall deliver to the Trustee (i) an Officers’ ' Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor Case New Holland is entitled to elect to effect such redemption and setting forth a statement of facts showing that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available conditions precedent to the Company or such Guarantor right of Case New Holland so to elect to redeem have occurred and (ii) an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Company CNH Global or the Guarantorapplicable Foreign Subsidiary Guarantor or such successor Person, as applicablethe case may be, has or will be required become obligated to pay such Additional Amounts as a result of an such amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holderschange.

Redemption of Notes for Changes in Withholding Taxes. The Company Case New Holland may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption dateRedemption Date. This redemption applies right shall apply only if at such time CNH Global or any Foreign Subsidiary Guarantor is then making payments to the Holders of the Notes pursuant to its Guarantee of the Notes and as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company CNH Global or any Foreign Subsidiary Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company CNH Global or a Guarantor of such NotesForeign Subsidiary Guarantor, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company CNH Global or a Guarantor of such NotesForeign Subsidiary Guarantor, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company that CNH Global or a Foreign Subsidiary Guarantor of such Notes has become becomes or will become obligated to pay Additional Amounts (as described in accordance with Section 3.07 4.23 of the Indenture Indenture) on the next date on which any amount would be payable with respect to such its Guarantee of the Notes and the Company CNH Global or such Foreign Subsidiary Guarantor determines in good faith that (x) such Additional Amounts would be material and (y) such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company CNH Global or such Foreign Subsidiary Guarantor. No such notice of redemption may be given earlier than 60 90 days prior to the earliest date on which the Company CNH Global or a Foreign Subsidiary Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such its Guarantee of the Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company Case New Holland shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor Case New Holland is entitled to elect to effect such redemption and setting forth a statement of facts showing that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available conditions precedent to the Company or such Guarantor right of Case New Holland so to elect to redeem have occurred and (ii) an Opinion of Counsel qualified under the laws of the relevant jurisdiction to the effect that the Company CNH Global or the Guarantorapplicable Foreign Subsidiary Guarantor or such successor Person, as applicablethe case may be, has or will be required become obligated to pay such Additional Amounts as a result of an such amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holderschange.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of the then then-outstanding Notes, Notes at any time upon giving not less than 15 10 nor more than 60 days’ notice to the Holders of the Notes (which notice will shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon thereon, if any, to the redemption date. This redemption applies only date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines in good faith that (a) it, or any Note Guarantor with respect to a Note Guarantee, as the case may be, has become obligated or, on the occasion of the next payment due in respect of the Notes, would be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the relevant Note Guarantee, as applicable, and (b) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, or change in, the laws or treaties (including or any regulations, protocols or rulings or regulations promulgated thereunder) of The Netherlands the United Kingdom, the United States or any other jurisdiction in Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Company or any Guarantor date of issuance of such Notes is organized Note or is a resident for tax purposes or within or through which payment is made or Guarantee, or (2) any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning regarding the interpretationapplication, administration or application interpretation of such laws, treaties, regulations, protocols or rulings or regulations (including a holding holding, judgment or order by a court of competent jurisdiction), which amendment or change is in position becomes effective on or after the Issue Date (or, in the case date of Additional Amounts payable by a successor Person to the Company or a Guarantor issuance of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company Note or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such GuarantorGuarantee. No such The notice of redemption may not be given (a) earlier than 60 90 days prior to the earliest date on which the Company or a Guarantor of such Notes Issuer would be obligated to pay such Additional Amounts were make a payment or withholding if a payment in respect of such the Notes were then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At and (b) unless at the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain remains in effect. Immediately prior Prior to the publication or, where relevant, mailing of any notice of redemption described aboveof the Notes pursuant to the foregoing, the Company shall Issuer will deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change circumstances referred to in above exist and the preceding paragraph of this SectionIssuer cannot avoid the obligation by taking reasonable measures available to it. The Trustee will shall accept and shall be entitled to rely on such Officers’ the Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Redemption of Notes for Changes in Withholding Taxes. The Company may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of providing any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Redemption of Notes for Changes in Withholding Taxes. The Company may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the HoldersCounsel.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of each series of the then then-outstanding Notes, Notes at any time upon giving not less than 15 30 nor more than 60 days’ notice to the Holders of the Notes (which notice will shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon thereon, if any, to the redemption date. This redemption applies only date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines in good faith that (a) it, or any Note Guarantor with respect to a Note Guarantee, as the case may be, has become obligated or, on the occasion of the next payment due in respect of a series of the Notes, would be obligated to pay Additional Amounts with respect to any payment under or with respect to a series of the Notes or the relevant Note Guarantee, as applicable, and (b) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, or change in, the laws or treaties (including or any regulations, protocols or rulings or regulations promulgated thereunder) of The Netherlands the United Kingdom, the United States or any other jurisdiction in Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Company or Closing Date, or (2) any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning regarding the interpretationapplication, administration or application interpretation of such laws, treaties, regulations, protocols or rulings or regulations (including a holding holding, judgment or order by a court of competent jurisdiction), which amendment or change is in position becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such GuarantorClosing Date. No such The notice of redemption may not be given earlier than 60 90 days prior to the earliest date on which the Company or a Guarantor of such Notes Issuer would be obligated to pay such Additional Amounts were make a payment or withholding if a payment in respect of such a series of the Notes were then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At and unless, at the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain remains in effect. Immediately prior Prior to the publication or, where relevant, mailing of any notice of redemption described aboveof a series of the Notes pursuant to the foregoing, the Company shall Issuer will deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change circumstances referred to in above exist and the preceding paragraph of this SectionIssuer cannot avoid the obligation by taking reasonable measures available to it. The Trustee will shall accept and shall be entitled to rely on such Officers’ the Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of each series of the then then-outstanding Notes, Notes at any time upon giving not less than 15 30 nor more than 60 days’ ' notice to the Holders of the Notes (which notice will shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon thereon, if any, to the redemption date. This redemption applies only date (a "Tax Redemption Date") and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines in good faith that (a) it, or any Note Guarantor with respect to a Note Guarantee, as the case may be, has become obligated or, on the occasion of the next payment due in respect of a series of the Notes, would be obligated to pay Additional Amounts with respect to any payment under or with respect to a series of the Notes or the relevant Note Guarantee, as applicable, and (b) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, or change in, the laws or treaties (including or any regulations, protocols or rulings or regulations promulgated thereunder) of The Netherlands the United Kingdom, the United States or any other jurisdiction in Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Company or Closing Date, or (2) any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning regarding the interpretationapplication, administration or application interpretation of such laws, treaties, regulations, protocols or rulings or regulations (including a holding holding, judgment or order by a court of competent jurisdiction), which amendment or change is in position becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such GuarantorClosing Date. No such The notice of redemption may not be given earlier than 60 90 days prior to the earliest date on which the Company or a Guarantor of such Notes Issuer would be obligated to pay such Additional Amounts were make a payment or withholding if a payment in respect of such a series of the Notes were then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At and unless, at the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain remains in effect. Immediately prior Prior to the publication or, where relevant, mailing of any notice of redemption described aboveof a series of the Notes pursuant to the foregoing, the Company shall Issuer will deliver to the Trustee (i) an Officers’ Officer's Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change circumstances referred to in above exist and the preceding paragraph of this SectionIssuer cannot avoid the obligation by taking reasonable measures available to it. The Trustee will shall accept and shall be entitled to rely on such Officers’ the Officer's Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Redemption of Notes for Changes in Withholding Taxes. The Company may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption date. This redemption applies only if as a result of any amendment to, or change in, the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction), which amendment or change is effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the this Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such Guarantor. No such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company or a Guarantor of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. So long as the Notes are listed on the Official List of the Luxembourg Stock Exchange or any other securities exchange, the Company shall notify the Luxembourg Stock Exchange or such other securities exchange, as applicable, of any notice of redemption. In addition, the Company shall notify the Luxembourg Stock Exchange or such other securities exchange, as applicable, of the principal amount of Notes outstanding following any partial redemption of Notes.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of each series of the then then-outstanding Notes, Notes at any time upon giving not less than 15 10 nor more than 60 days’ notice to the Holders of the Notes (which notice will shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon thereon, if any, to the redemption date. This redemption applies only date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines in good faith that (a) it, or any Note Guarantor with respect to a Note Guarantee, as the case may be, has become obligated or, on the occasion of the next payment due in respect of a series of the Notes, would be obligated to pay Additional Amounts with respect to any payment under or with respect to a series of the Notes or the relevant Note Guarantee, as applicable, and (b) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, or change in, the laws or treaties (including or any regulations, protocols or rulings or regulations promulgated thereunder) of The Netherlands the United Kingdom, the United States or any other jurisdiction in Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Company or Closing Date, or (2) any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position concerning regarding the interpretationapplication, administration or application interpretation of such laws, treaties, regulations, protocols or rulings or regulations (including a holding holding, judgment or order by a court of competent jurisdiction), which amendment or change is in position becomes effective on or after the Issue Date (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the Company or a Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or such GuarantorClosing Date. No such The notice of redemption may not be given earlier than 60 90 days prior to the earliest date on which the Company or a Guarantor of such Notes Issuer would be obligated to pay such Additional Amounts were make a payment or withholding if a payment in respect of such a series of the Notes were then due or later than 180 days after such amendment or change referred to in the preceding paragraph. At and unless, at the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain remains in effect. Immediately prior Prior to the publication or, where relevant, mailing of any notice of redemption described aboveof a series of the Notes pursuant to the foregoing, the Company shall Issuer will deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor is entitled to effect such redemption and that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change circumstances referred to in above exist and the preceding paragraph of this SectionIssuer cannot avoid the obligation by taking reasonable measures available to it. The Trustee will shall accept and shall be entitled to rely on such Officers’ the Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to the redemption dateRedemption Date. This redemption applies only if as a result of any amendment to, to or change in, in the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (orTaxing Jurisdiction, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position of a taxing authority in any Taxing Jurisdiction concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including by virtue of a holding by a court of competent jurisdiction), which amendment or change in each case is publicly announced and effective on or after the Issue Date (or, or in the case of Additional Amounts payable caused by a successor Person to tax imposed by a jurisdiction that became a Taxing Jurisdiction after the Company or a Guarantor of such NotesIssue Date, after the date on which such successor Person jurisdiction became such pursuant to applicable provisions of the Indenturea Taxing Jurisdiction), the Company or a Guarantor of such Notes Issuer has become or will become obligated to pay material Additional Amounts (as described in accordance with Section 3.07 4.12 of the Indenture Indenture) on the next date on which any amount would be payable with respect to such Notes and the Company or such Guarantor Issuer reasonably determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or Issuer. Notice of such Guarantor. No such notice of redemption may not be given earlier than 60 90 days prior to the earliest date on which the Company or a Guarantor Issuer of such Notes would be obligated to pay such Additional Amounts were a payment in respect of such Notes then due or nor later than 180 days after such amendment or change referred to in the preceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company Issuer shall deliver to the Trustee (i) an Officers’ Certificate a certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available conditions precedent to the Company or such Guarantor right of the Issuer so to elect to redeem have occurred and (ii) an Opinion opinion of Counsel independent legal counsel of recognized expertise in the laws of the relevant jurisdiction and satisfactory to the Trustee to the effect that the Company or the GuarantorIssuer, as applicablethe case may be, has or will be required become obligated to pay such Additional Amounts as a result of an such amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holderschange.

Redemption of Notes for Changes in Withholding Taxes. The Company Issuer may, at its option, redeem all, but not less than all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than 60 days’ notice to the Holders of the 2028 Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notesthereof, plus accrued and unpaid interest thereon to the redemption dateRedemption Date. This redemption applies only if as a result of any amendment to, to or change in, in the laws or treaties (including any rulings or regulations promulgated thereunder) of The Netherlands or any other jurisdiction in which the Company or any Guarantor of such Notes is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or taxing authority or agency thereof or therein (orTaxing Jurisdiction, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which such successor Person is organized or is a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein) or any amendment to or change in any official position of a taxing authority in any Taxing Jurisdiction concerning the interpretation, administration or application of such laws, treaties, rulings or regulations (including by virtue of a holding by a court of competent jurisdiction), which amendment or change in each case is publicly announced and effective on or after the Issue Date (or, or in the case of Additional Amounts payable caused by a successor Person to tax imposed by a jurisdiction that became a Taxing Jurisdiction after the Company or a Guarantor of such NotesIssue Date, after the date on which such successor Person jurisdiction became such pursuant to applicable provisions of the Indenturea Taxing Jurisdiction), the Company or a Guarantor of such Notes Issuer has become or will become obligated to pay material Additional Amounts (as set forth in accordance with Section 3.07 4.12 of the Indenture Indenture) on the next date on which any amount would be payable with respect to such series of 2028 Notes and the Company or such Guarantor Issuer reasonably determines in good faith that such obligation cannot be avoided (including, without limitation, by changing the jurisdiction from which or through which payment is made) by the use of reasonable measures available to the Company or Issuer. Notice of such Guarantor. No such notice of redemption may not be given earlier than 60 90 days prior to the earliest date on which the Company or a Guarantor of such Notes Issuer would be obligated to pay such Additional Amounts were a payment in respect of such series of 2028 Notes then due or nor later than 180 days after such amendment or change referred to in the preceding paragraphsentence. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to the mailing of any notice of redemption described above, the Company Issuer shall deliver to the Trustee (i) an Officers’ Officer’s Certificate stating that the Company or the Guarantor, as applicable, has determined in good faith that the Company or such Guarantor Issuer is entitled to elect to effect such redemption and setting forth a statement of facts showing that the obligation to pay Additional Amounts cannot be avoided by the use of reasonable measures available conditions precedent to the Company or such Guarantor right of the Issuer so to elect to redeem have occurred and (ii) an Opinion opinion of Counsel independent legal counsel of recognized expertise in the laws of the relevant jurisdiction and satisfactory to the Trustee to the effect that the Company or the GuarantorIssuer, as applicablethe case may be, has or will be required become obligated to pay such Additional Amounts as a result of an such amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holderschange.