Common use of Change in Tax Law Clause in Contracts

Change in Tax Law. If as a result of a “Change in Tax Law” there is in the Company’s reasonable determination, a substantial probability that the Company or any Successor Company would be required to pay additional amounts on the next succeeding Dividend Payment Date with respect to the Series A Preference Shares, and the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to the Company or any Successor Company (a “Tax Event”), the Company shall be entitled at any time thereafter, by not less than 30 days nor more than 60 days prior written notice to the relevant holders of the Series A Preference Shares in such form and given in such manner as in accordance with Section 7(c) above, to redeem all Series A Preference Shares pursuant to this clause for cash at a redemption price of US$25,000 per share, plus all declared and unpaid dividends, if any, to the date of redemption, without interest on such unpaid dividends. A “Change in Tax Law” shall be (a) a change in or amendment to laws, regulations or rulings of any Relevant Taxing Jurisdiction, (b) a change in the official application or interpretation of those laws, regulations or rulings, (c) any execution of or amendment to any treaty affecting taxation to which any Relevant Taxing Jurisdiction is party or (d) a decision rendered by a court of competent jurisdiction in any Relevant Taxing Jurisdiction, whether or not such decision was rendered with respect to the Company, in each case described in clauses (a) – (d) above, occurring after June 6, 2016; provided that in the case of a Relevant Taxing Jurisdiction other than Bermuda in which a Successor Company is organized, such Change in Tax Law must occur after the date on which the Company consolidates, merges or amalgamates with the Successor Company, or, conveys, transfers or leases substantially all of its properties and assets to the Successor Company, as applicable. As used herein, a “Relevant Taxing Jurisdiction” is (a) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (b) any jurisdiction from or through which the Company or its dividend disbursing agent is making payments on the Series A Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax, or (c) any other jurisdiction in which the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Prior to any redemption upon a Tax Event, the Company shall file with its corporate records and deliver to the transfer agent for the Series A Preference Shares a certificate signed by one of the Company’s officers confirming that a Tax Event has occurred and is continuing (as reasonably determined by the Company). The Company shall include a copy of this certificate with any notice of such redemption.

Change in Tax Law. If as a result of a “Change in Tax Law” there is in the Company’s reasonable determination, a substantial probability that the Company or any Successor Company would be required to pay additional amounts on the next succeeding Dividend Payment Date with respect to the Series A B Preference Shares, and the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to the Company or any Successor Company (a “Tax Event”), the Company shall be entitled at any time thereafter, by not less than 30 days nor more than 60 days prior written notice to the relevant holders of the Series A B Preference Shares in such form and given in such manner as in accordance with Section 7(c) above, to redeem all Series A B Preference Shares pursuant to this clause for cash at a redemption price of US$25,000 per share, plus all declared and unpaid dividends, if any, to the date of redemption, without interest on such unpaid dividends; provided that no redemption may occur prior to June 21, 2027 unless (1) the Company has sufficient funds in order to meet the BMA’s ECR and the BMA (or its successor, if any) approves of the redemption or (2) the Company replaces the capital represented by the Series B Preference Shares with capital having equal or better capital treatment as the Series B Preference Shares under the ECR. A “Change in Tax Law” shall be (a) a change in or amendment to laws, regulations or rulings of any Relevant Taxing Jurisdiction, (b) a change in the official application or interpretation of those laws, regulations or rulings, (c) any execution of or amendment to any treaty affecting taxation to which any Relevant Taxing Jurisdiction is party or (d) a decision rendered by a court of competent jurisdiction in any Relevant Taxing Jurisdiction, whether or not such decision was rendered with respect to the Company, in each case described in clauses (a) – (d) above, occurring after June 612, 20162017; provided that in the case of a Relevant Taxing Jurisdiction other than Bermuda in which a Successor Company is organized, such Change in Tax Law must occur after the date on which the Company consolidates, merges or amalgamates (or similar transaction) with the Successor Company, or, or conveys, transfers or leases substantially all of its properties and assets to the Successor Company, as applicable. As used herein, a “Relevant Taxing Jurisdiction” is (a) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (b) any jurisdiction from or through which the Company or its dividend disbursing agent is making payments on the Series A B Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax, or (c) any other jurisdiction in which the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Prior to any redemption upon a Tax Event, the Company shall file with its corporate records and deliver to the transfer agent for the Series A B Preference Shares a certificate signed by one of the Company’s officers confirming that a Tax Event has occurred and is continuing (as reasonably determined by the Company). The Company shall include a copy of this certificate with any notice of such redemption.

Change in Tax Law. If The Company may redeem, in whole, but not in part, all of the Series C Preference Shares, upon notice given as provided in Section 7(h) herein, at a redemption price equal to US$25,000 per Series C Preference Share, plus declared and unpaid dividends, if any, to, but excluding, the Redemption Date, without interest on such unpaid dividends, if as a result of a “Change in Tax Law” Law there is is, in the Company’s reasonable determination, a substantial probability that the Company or any Successor Company would be required become obligated to pay additional amounts on the next succeeding Dividend Payment Date with respect to the Series A C Preference Shares, Shares and the payment of those additional amounts cancould not be avoided by the use of any reasonable measures available to the Company or any Successor Company (a “Tax Event”). As used herein, the Company shall be entitled at any time thereafter, by not less than 30 days nor more than 60 days prior written notice to the relevant holders of the Series A Preference Shares in such form and given in such manner as in accordance with Section 7(c) above, to redeem all Series A Preference Shares pursuant to this clause for cash at a redemption price of US$25,000 per share, plus all declared and unpaid dividends, if any, to the date of redemption, without interest on such unpaid dividends. A “Change in Tax Law” shall be means (ai) a change in or amendment to laws, regulations or rulings of any Relevant Taxing Jurisdiction, (bii) a change in the official application or interpretation of those laws, regulations or rulings, (ciii) any execution of or amendment to any treaty affecting taxation to which any Relevant Taxing Jurisdiction is party or (div) a decision rendered by a court of competent jurisdiction in any Relevant Taxing Jurisdiction, whether or not such decision was rendered with respect to the Company, in each case described in clauses (a) – (di)—(iv) above, occurring after June 64, 20162020; provided that in the case of a Relevant Taxing Jurisdiction other than Bermuda in which a Successor Company is organized, such Change in Tax Law must occur after the date on which the Company consolidates, merges or amalgamates (or engages in a similar transaction) with the Successor Company, or, or conveys, transfers or leases substantially all of its properties and assets to the Successor Company, as applicable. As used herein, a “Relevant Taxing Jurisdiction” is means (aA) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (bB) any jurisdiction from or through which the Company or its dividend disbursing agent is making payments on the Series A C Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax, tax or (cC) any other jurisdiction in which the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Prior to any redemption upon a Tax Event, the Company shall file with its corporate records and deliver to the transfer agent for the Series A C Preference Shares a certificate signed by one of the Company’s officers confirming that a Tax Event has occurred and is continuing (as reasonably determined by the Company). The Company shall include a copy of this certificate with any notice of such redemption.

Change in Tax Law. If as a result Upon the enactment of a “Change or change in Tax Law” there is in the Company’s reasonable determination(including, without limitation, a substantial probability that change in interpretation of) any applicable law (a) deducting or allowing the Company Mortgagor to deduct from the value of the Mortgaged Property for the purpose of taxation any lien or security interest thereon or (b) subjecting the Mortgagee to any Successor Company would be required tax (excluding income, franchise, estate, inheritance, transfer or similar entity taxes) or changing the basis of taxation of mortgages, deeds of trust, or other liens or debts secured thereby, or the manner of collection of such taxes, in each such case, so as to pay additional amounts on affect this Mortgage, the next succeeding Dividend Payment Date with respect to Obligations or the Series A Preference SharesMortgagee (excluding income, franchise, estate, inheritance, transfer or similar entity taxes), and the result is to increase the taxes imposed upon or the cost to the Mortgagee of maintaining the Obligations, or to reduce the amount of any payments receivable hereunder, then, and in any such event, if the Mortgagee has received notice of such change from, or demand for payment of those additional amounts cannot be avoided by arising from such change from, the use relevant Governmental Authority, then the Mortgagor shall, upon the earlier to occur of any reasonable measures available (i) ten (10) Business Days after the Mortgagee delivers to the Company Mortgagor notice of Mortgagee's receipt of such notice or any Successor Company demand and (a “Tax Event”), the Company shall be entitled at any time thereafter, by not less than 30 days nor more than 60 days prior written notice to the relevant holders of the Series A Preference Shares in such form and given in such manner as in accordance with Section 7(cii) above, to redeem all Series A Preference Shares pursuant to this clause for cash at a redemption price of US$25,000 per share, plus all declared and unpaid dividends, if any, to the date of redemption, without interest on such unpaid dividends. A “Change in Tax Law” shall be (a) a change in or amendment to laws, regulations or rulings of any Relevant Taxing Jurisdiction, (b) a change in the official application or interpretation of those laws, regulations or rulings, (c) any execution of or amendment to any treaty affecting taxation to which any Relevant Taxing Jurisdiction payment is party or (d) a decision rendered by a court of competent jurisdiction in any Relevant Taxing Jurisdiction, whether or not such decision was rendered with respect to the Company, in each case described in clauses (a) – (d) above, occurring after June 6, 2016; provided that in the case of a Relevant Taxing Jurisdiction other than Bermuda in which a Successor Company is organized, such Change in Tax Law must occur after the date on which the Company consolidates, merges or amalgamates with the Successor Companydue, or, conveysif the Mortgagee has not received any notice or demand from a Governmental Authority, transfers or leases substantially all of its properties and assets then the Mortgagor shall, on demand, pay to the Successor CompanyMortgagee additional amounts to compensate for such increased costs or reduced amounts, provided that if any such payment or reimbursement shall be unlawful, or taxable to the Mortgagee and not reimbursed as applicable. As used set forth herein, a “Relevant Taxing Jurisdiction” is or would constitute usury or render the Obligations wholly or partially usurious under applicable law, then the Mortgagee may, within ten (a10) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (b) any jurisdiction from or through which the Company or its dividend disbursing agent is making payments on the Series A Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax, or (c) any other jurisdiction in which the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Prior to any redemption upon a Tax EventBusiness Days after notice thereof require, the Company shall file with its corporate records and deliver Mortgagor to pay or reimburse the transfer agent Mortgagee for the Series A Preference Shares a certificate signed by one payment of the Company’s officers confirming that a Tax Event has occurred lawful and is continuing (as reasonably determined by non-usurious portion thereof. If the Company). The Company shall include a copy of this certificate with any notice of Mortgagor fails to pay such redemptionamounts within such time, then the Mortgagee may declare the Obligations immediately due and payable.

Change in Tax Law. If The Company may redeem, in whole, but not in part, all of the Series A Preference Shares, upon notice given as provided in Section 7(h) herein, at a redemption price equal to US$25,000 per Series A Preference Share, plus declared and unpaid dividends, if any, to, but excluding, the Redemption Date, without interest on such unpaid dividends, if as a result of a “Change in Tax Law” Law there is is, in the Company’s reasonable determination, a substantial probability that the Company or any Successor Company would be required become obligated to pay additional amounts on the next succeeding Dividend Payment Date with respect to the Series A Preference Shares, Shares and the payment of those additional amounts cancould not be avoided by the use of any reasonable measures available to the Company or any Successor Company (a “Tax Event”). As used herein, the Company shall be entitled at any time thereafter, by not less than 30 days nor more than 60 days prior written notice to the relevant holders of the Series A Preference Shares in such form and given in such manner as in accordance with Section 7(c) above, to redeem all Series A Preference Shares pursuant to this clause for cash at a redemption price of US$25,000 per share, plus all declared and unpaid dividends, if any, to the date of redemption, without interest on such unpaid dividends. A “Change in Tax Law” shall be means (ai) a change in or amendment to laws, regulations or rulings of any Relevant Taxing Jurisdiction, (bii) a change in the official application or interpretation of those laws, regulations or rulings, (ciii) any execution of or amendment to any treaty affecting taxation to which any Relevant Taxing Jurisdiction is party or (div) a decision rendered by a court of competent jurisdiction in any Relevant Taxing Jurisdiction, whether or not such decision was rendered with respect to the Company, in each case described in clauses (a) – (di)—(iv) above, occurring after June 65, 20162019; provided that in the case of a Relevant Taxing Jurisdiction other than Bermuda in which a Successor Company is organized, such Change in Tax Law must occur after the date on which the Company consolidates, merges or amalgamates (or engages in a similar transaction) with the Successor Company, or, or conveys, transfers or leases substantially all of its properties and assets to the Successor Company, as applicable. As used herein, a “Relevant Taxing Jurisdiction” is means (aA) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (bB) any jurisdiction from or through which the Company or its dividend disbursing agent is making payments on the Series A Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax, tax or (cC) any other jurisdiction in which the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Prior to any redemption upon a Tax Event, the Company shall file with its corporate records and deliver to the transfer agent for the Series A Preference Shares a certificate signed by one of the Company’s officers confirming that a Tax Event has occurred and is continuing (as reasonably determined by the Company). The Company shall include a copy of this certificate with any notice of such redemption.

Change in Tax Law. If as Upon the enactment of or change in (including a result of a “Change change in Tax Law” there is in the Company’s reasonable determination, a substantial probability that the Company or interpretation of) any Successor Company would be required to pay additional amounts on the next succeeding Dividend Payment Date with respect to the Series A Preference Shares, and the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to the Company or any Successor Company (a “Tax Event”), the Company shall be entitled at any time thereafter, by not less than 30 days nor more than 60 days prior written notice to the relevant holders of the Series A Preference Shares in such form and given in such manner as in accordance with Section 7(c) above, to redeem all Series A Preference Shares pursuant to this clause for cash at a redemption price of US$25,000 per share, plus all declared and unpaid dividends, if any, to the date of redemption, without interest on such unpaid dividends. A “Change in Tax Law” shall be applicable law (a) a change in deducting or amendment allowing the Mortgagor to laws, regulations deduct from the value of the Mortgaged Property for the purpose of taxation any lien or rulings of any Relevant Taxing Jurisdiction, security interest thereon or (b) a change in subjecting the official application or interpretation of those laws, regulations or rulings, (c) any execution of or amendment Mortgagee to any treaty affecting tax (excluding income, franchise, estate, inheritance, transfer or similar entity taxes), or changing the basis of taxation to which any Relevant Taxing Jurisdiction is party of mortgages, deeds of trust, or (d) a decision rendered by a court other liens or debts secured thereby, or the manner of competent jurisdiction in any Relevant Taxing Jurisdiction, whether or not collection of such decision was rendered with respect to the Companytaxes, in each case described in clauses such case, so as to affect this Mortgage, the Obligations or the Mortgagee (aexcluding income, franchise, estate, inheritance, transfer or similar entity taxes) – (d) above, occurring after June 6, 2016; provided that in and the case of a Relevant Taxing Jurisdiction other than Bermuda in which a Successor Company result is organized, such Change in Tax Law must occur after to increase the date on which taxes imposed upon or the Company consolidates, merges or amalgamates with the Successor Company, or, conveys, transfers or leases substantially all of its properties and assets cost to the Successor Company, as applicable. As used herein, a “Relevant Taxing Jurisdiction” is (a) Bermuda or any political subdivision or governmental authority Mortgagee of or in Bermuda with maintaining the power to tax, (b) any jurisdiction from or through which the Company or its dividend disbursing agent is making payments on the Series A Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to taxObligations, or (c) to reduce the amount of any other jurisdiction payments receivable hereunder, then, and in which any such event, if the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Prior to any redemption upon a Tax Event, the Company shall file with its corporate records and deliver to the transfer agent for the Series A Preference Shares a certificate signed by one of the Company’s officers confirming that a Tax Event Mortgagee has occurred and is continuing (as reasonably determined by the Company). The Company shall include a copy of this certificate with any received notice of such redemptionchange from, or demand for payment of amounts arising from such change from, the relevant Governmental Authority, then the Mortgagor shall, upon the earlier to occur of (i) ten (10) Business Days after the Mortgagee delivers to the Mortgagor notice of Mortgagee's receipt of such notice or demand, and (ii) the date such payment is due, if the Mortgagee has not received any notice or demand from a Governmental Authority, then the Mortgagor shall, on demand, pay to the Mortgagee additional amounts to compensate for such increased costs or reduced amounts, provided that if any such payment or reimbursement shall be unlawful, or taxable to the Mortgagee and not reimbursed as set forth herein, or would constitute usury or render the Obligations wholly or partially usurious under applicable law, then the Mortgagee may require the Mortgagor to pay or reimburse the Mortgagee for payment of the lawful and non-usurious portion thereof within ten (10) Business Days after notice thereof. If the Mortgagor fails to pay such amounts within such time, then the Mortgagee may declare the Obligations immediately due and payable.

Change in Tax Law. If as a result Upon the enactment of a “Change or change in Tax Law” there is in the Company’s reasonable determination(including, without limitation, a substantial probability that the Company or change in interpretation of) any Successor Company would be required to pay additional amounts on the next succeeding Dividend Payment Date with respect to the Series A Preference Shares, and the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to the Company or any Successor Company (a “Tax Event”), the Company shall be entitled at any time thereafter, by not less than 30 days nor more than 60 days prior written notice to the relevant holders of the Series A Preference Shares in such form and given in such manner as in accordance with Section 7(c) above, to redeem all Series A Preference Shares pursuant to this clause for cash at a redemption price of US$25,000 per share, plus all declared and unpaid dividends, if any, to the date of redemption, without interest on such unpaid dividends. A “Change in Tax Law” shall be applicable law (a) a change in deducting or amendment allowing the Mortgagor to laws, regulations deduct from the value of the Mortgaged Property for the purpose of taxation any lien or rulings of any Relevant Taxing Jurisdiction, security interest thereon or (b) a change in subjecting the official application or interpretation of those laws, regulations or rulings, (c) any execution of or amendment Mortgagee to any treaty affecting tax (excluding income, franchise, estate, inheritance, transfer or similar entity taxes), or changing the basis of taxation to which any Relevant Taxing Jurisdiction is party of mortgages, deeds of trust, or (d) a decision rendered by a court other liens or debts secured thereby, or the manner of competent jurisdiction in any Relevant Taxing Jurisdiction, whether or not collection of such decision was rendered with respect to the Companytaxes, in each case described such case, so as to affect this Mortgage, the Obligations or the Mortgagee (excluding income, franchise, estate, inheritance, transfer or similar entity taxes) and the result is to increase the taxes imposed upon or the cost to the Mortgagee of maintaining the Obligations, or to reduce the amount of any payments receivable hereunder, then, and in clauses any such event, if the Mortgagee has received notice of such change from, or demand for payment of amounts arising from such change from, the relevant Governmental Authority, then the Mortgagor shall, upon the earlier to occur of (ai) – ten (d10) above, occurring after June 6, 2016; provided that in the case of a Relevant Taxing Jurisdiction other than Bermuda in which a Successor Company is organized, such Change in Tax Law must occur Business Days after the Mortgagee delivers to the Mortgagor notice of Mortgagee's receipt of such notice or demand and (ii) the date on which the Company consolidates, merges or amalgamates with the Successor Companysuch payment is due, or, conveysif the Mortgagee has not received any notice or demand from a Governmental Authority, transfers or leases substantially all of its properties and assets then the Mortgagor shall, on demand, pay to the Successor CompanyMortgagee additional amounts to compensate for such increased costs or reduced amounts, provided that if any such payment or reimbursement shall be unlawful, or taxable to the Mortgagee and not reimbursed as applicable. As used set forth herein, a “Relevant Taxing Jurisdiction” is or would constitute usury or render the Obligations wholly or partially usurious under applicable law, then the Mortgagee may, within ten (a10) Bermuda Business Days after notice thereof, require the Mortgagor to pay or any political subdivision or governmental authority of or in Bermuda with reimburse the power to tax, (b) any jurisdiction from or through which the Company or its dividend disbursing agent is making payments on the Series A Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax, or (c) any other jurisdiction in which the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Prior to any redemption upon a Tax Event, the Company shall file with its corporate records and deliver to the transfer agent Mortgagee for the Series A Preference Shares a certificate signed by one payment of the Company’s officers confirming that a Tax Event has occurred lawful and is continuing (as reasonably determined by non-usurious portion thereof. If the Company). The Company shall include a copy of this certificate with any notice of Mortgagor fails to pay such redemptionamounts within such time, then the Mortgagee may declare the Obligations immediately due and payable.