Common use of Early Redemption for Taxation Reasons Clause in Contracts

Early Redemption for Taxation Reasons. (a) If, in relation to the Securities of a series, (i) as a result of any change in the laws or regulations of the Kingdom of Spain or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or in the interpretation or administration of any such laws or regulations which becomes effective on or after the date of issuance of the Securities of such series, (x) the Issuer or the Guarantor, as the case may be, is or would be required to pay any Additional Amounts (y) the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal, premium, if any, or interest on the Securities of such series, provided that such payment cannot with reasonable effort by the Guarantor be structured to avoid such deduction or withholding and (ii) such circumstances are evidenced by the delivery by the Issuer or the Guarantor, as the case may be, to the Trustee of a certificate signed by an authorized officer or director of the Issuer or the Guarantor, as the case may be, stating that such circumstances prevail and describing the facts leading to such circumstances, together with an opinion of independent legal advisers of recognized standing to the effect that such circumstances prevail, the Issuer or the Guarantor, as the case may be, may, at its option and upon proper notice as provided in this Indenture, redeem all of the Outstanding Securities at the applicable Redemption Price. No such notice of redemption may be given earlier than 150 days prior to the date on which the Issuer or the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due. (b) In addition, if so specified pursuant to Section 2.1 in respect of any series of Securities, if such series of Securities is not listed on an organized market in an OECD country no later than the 45 days prior to the initial Interest Payment Date on such series of Securities, the Issuer or the Guarantor, as the case may be, may, at its option and having given no less than 15 days’ notice (ending on a day which is no later than a Business Day immediately preceding such Interest Payment Date) to the Holders of such series of Securities and upon proper notice as provided in this Indenture (which notice shall be irrevocable) redeem all of the outstanding Securities of such series at the applicable Redemption Price; provided that from and including the issue date of the Securities of such series to and including such Interest Payment Date, the Issuer will use its reasonable best efforts to obtain or maintain such listing, as applicable. (c) In the case of any successor Person to the Issuer or the Guarantor, the foregoing provision shall apply mutatis mutandis with respect to any jurisdiction in which such successor Person to the Issuer or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority thereof or therein, except that the change of laws or regulations or interpretations or the administration thereof referred to in Section 11.8(a) above (other than if the relevant jurisdiction is Spain in which case the relevant date remains the date of issuance) must occur on or after the date the successor Person assumes the obligations of the Issuer or Guarantor, as the case may be.

Early Redemption for Taxation Reasons. (a) If, in relation to the Securities any Series of a series, Notes (i) as a result of any change in in, or amendment to, the laws or regulations of the Kingdom Argentina or of Spain or any political subdivision or authority or agency thereof or any authority or agency therein or thereof having power to tax, or change in the application or official interpretation or administration of any such laws or regulations regulations, which change or amendment becomes effective on or after the date of issuance issue of such Notes or any earlier date specified in the relevant Pricing Supplement on the occasion of the Securities next payment due in respect of such series, (x) Notes the Issuer or the Guarantor, as the case may be, is or would be required to pay any Additional Amounts (y) the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal, premium, if any, or interest on the Securities of such series, provided that such payment cannot with reasonable effort by the Guarantor be structured to avoid such deduction or withholding as defined in Condition 8); and (ii) such circumstances are evidenced by the delivery obligation cannot be avoided by the Issuer or the Guarantor, as the case may be, taking reasonable measures available to the Trustee of a certificate signed by an authorized officer or director of the Issuer or the Guarantor, as the case may be, stating that such circumstances prevail and describing the facts leading to such circumstances, together with an opinion of independent legal advisers of recognized standing to the effect that such circumstances prevailit, the Issuer or the Guarantor, as the case may be, may, at its option and upon proper having given no less than 30 nor more than 60 days' notice as provided to the Holders in this Indenture, accordance with Condition 15 (which notice shall be irrevocable) redeem all (but not some only) of the Outstanding Securities outstanding Notes comprising the relevant Series at their principal amount (or at such other early redemption amount as may be specified in the applicable Redemption Price. No relevant Pricing Supplement), together with accrued interest (if any) thereon provided, however, that no such notice of redemption may be given earlier than 150 90 days prior to the earliest date on which the Issuer or the Guarantor would be obligated obliged to pay such Additional Amounts were a payment in respect of the Securities Notes then due. (b) In addition, if so specified . Prior to the publication of any notice of redemption pursuant to Section 2.1 in respect of any series of Securities, if such series of Securities is not listed on an organized market in an OECD country no later than the 45 days prior to the initial Interest Payment Date on such series of Securitiesthis paragraph, the Issuer or the Guarantor, as the case may be, may, at its option and having given no less than 15 days’ notice (ending on a day which is no later than a Business Day immediately preceding such Interest Payment Date) shall deliver to the Holders Trustee (x) an opinion of such series independent counsel of Securities and upon proper notice as provided in this Indenture (which notice shall be irrevocable) redeem all of recognized standing addressed to the outstanding Securities of such series at Trustee to the applicable Redemption Price; provided effect that from and including the issue date of the Securities of such series to and including such Interest Payment Date, the Issuer has or will use its reasonable best efforts become obliged to obtain or maintain such listing, as applicable. (c) In pay the case of any successor Person to the Issuer or the Guarantor, the foregoing provision shall apply mutatis mutandis with respect to any jurisdiction in which such successor Person to the Issuer or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority thereof or therein, except that the change of laws or regulations or interpretations or the administration thereof Additional Amounts referred to in Section 11.8(a(i) above above, and (other than if the relevant jurisdiction is Spain in which case the relevant date remains the date of issuancey) must occur on or after the date the successor Person assumes the obligations a certificate signed by two Directors of the Issuer or Guarantorstating that the obligation referred to in (ii) above cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept such opinion and certificate, respectively, as sufficient evidence of the case may besatisfaction of the respective conditions precedent set out in (i) and (ii) above in which event such opinion and certificate, respectively, shall be conclusive and binding on the Noteholders and the Couponholders.

Early Redemption for Taxation Reasons. (a) IfWith respect to any series of Senior Preferred Debt Securities, the following shall apply if, in relation to the Senior Preferred Debt Securities of a any series, (i) as a result of any change in in, or amendment to, the laws or regulations of the Kingdom of Spain or of any political subdivision thereof or any authority or agency therein or thereof having power to tax, tax or in the interpretation or administration of any such laws or regulations which becomes effective on or after the date of issuance issue of the first issued Senior Preferred Debt Securities of such series, the Company shall determine that (xa) the Issuer or the Guarantor, as the case may be, is or Company would be required to pay any Additional Amounts pursuant to Section 10.04 or (yb) the Guarantor is Company would not be entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next interest payment date on such series of Senior Preferred Debt Securities or the value of such deduction to the Company would be required to deduct materially reduced or withhold (c) the applicable tax on any payment to treatment of the Issuer to enable the Issuer to make any payment of principal, premium, if any, or interest on the Senior Preferred Debt Securities of such series, provided series changes in a material way that was not reasonably foreseeable at the issue date. In any such payment cannot with reasonable effort by case the Guarantor be structured to avoid such deduction or withholding and (ii) such circumstances are evidenced by the delivery by the Issuer or the Guarantor, as the case may be, to the Trustee of a certificate signed by an authorized officer or director of the Issuer or the Guarantor, as the case may be, stating that such circumstances prevail and describing the facts leading to such circumstances, together with an opinion of independent legal advisers of recognized standing to the effect that such circumstances prevail, the Issuer or the Guarantor, as the case may be, Company may, at its option and upon proper having given no less than five (5) nor more than 30 days’ notice as provided to the Holders of the Senior Preferred Debt Securities of such series in this Indentureaccordance with Section 11.04 (which notice shall be irrevocable) and a concurrent copy thereof to the Trustee, redeem all in whole, but not in part, the relevant Senior Preferred Debt Securities in accordance with the requirements of the Outstanding Securities Applicable Banking Regulations in force at the applicable relevant time, at their early tax redemption amount (the “Early Redemption Price. No Amount (Tax)”) (which shall be their principal amount), together with any accrued interest thereon to (but excluding) the date fixed for redemption; provided, however, that (i) in the case of (a) above, no such notice of redemption may be given earlier than 150 90 days prior to the earliest date on which the Issuer or the Guarantor Company would be obligated obliged to pay such Additional Amounts were a payment in respect of the Securities then due. (b) In addition, if so specified pursuant to Section 2.1 in respect of any series of Securities, if such series of Securities is not listed on an organized market in an OECD country no later than the 45 days prior to the initial Interest Payment Date on such series of Securities, the Issuer or the Guarantor, as the case may be, may, at its option and having given no less than 15 days’ notice (ending on a day which is no later than a Business Day immediately preceding such Interest Payment Date) to the Holders of such series of Securities and upon proper notice as provided in this Indenture (which notice shall be irrevocable) redeem all of the outstanding Senior Preferred Debt Securities of such series then due and (ii) redemption due to changes in tax treatment pursuant to this Section 11.08 may only take place in accordance with Applicable Banking Regulations in force at the applicable Redemption Price; provided that from relevant time and including the issue date of the Securities of such series to and including such Interest Payment Date, the Issuer will use its reasonable best efforts to obtain or maintain such listing, as applicable. (c) In the case of any successor Person is subject to the Issuer or the GuarantorCompany obtaining prior Supervisory Permission therefor, the foregoing provision shall apply mutatis mutandis with respect to any jurisdiction in which such successor Person to the Issuer or the Guarantor, if and as the case may be, is organized, or any political subdivision or taxing authority thereof or therein, except that the change of laws or regulations or interpretations or the administration thereof referred to in Section 11.8(a) above (other than if the relevant jurisdiction is Spain in which case the relevant date remains the date of issuance) must occur on or after the date the successor Person assumes the obligations of the Issuer or Guarantor, as the case may berequired under Applicable Banking Regulations.

Early Redemption for Taxation Reasons. (a) If, in relation to the Securities of a series, (i) as a result of any change in the laws or regulations of the Kingdom of Spain or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or in the interpretation or administration of any such laws or regulations which becomes effective on or after the date of issuance of the Securities of such seriesSecurities, (x) the Issuer or the Guarantor, as the case may be, is or would be required to pay any Additional Amounts (y) the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal, premium, if any, or interest on the Securities of such series, provided that such payment cannot with reasonable effort by the Guarantor be structured to avoid such deduction or withholding and (ii) such circumstances are evidenced by the delivery by the Issuer or the Guarantor, as the case may be, to the Trustee of a certificate signed by an authorized officer or director of the Issuer or the Guarantor, as the case may be, stating that such circumstances prevail and describing the facts leading to such circumstances, together with an opinion of independent legal advisers of recognized standing to the effect that such circumstances prevail, the Issuer or the Guarantor, as the case may be, may, at its option and upon proper notice as provided in this Indenture, redeem all of the Outstanding Securities at a Redemption Price equal to their principal amount, together with accrued and unpaid interest, if any, thereon to but excluding the Redemption Date (or such other Redemption Price as specified in the terms of the Securities of the applicable Redemption Priceseries). No such notice of redemption may be given earlier than 150 days prior to the date on which the Issuer or the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due. (b) In addition, if so specified pursuant to Section 2.1 in respect of any series of Securities, if such series of Securities is not listed on an organized market in an OECD country no later than the 45 number of days prior specified pursuant to Section 2.1 to the initial Interest Payment Date on such series of Securities, the Issuer or the Guarantor, as the case may be, may, at its option and having given no less than 15 days’ notice (ending on a day which is no later than a Business Day immediately preceding such Interest Payment Date) to the Holders of such series of Securities and upon proper notice as provided in this Indenture Indenture, (which notice shall be irrevocable) ), redeem all of the outstanding Securities of such series at their principal amount, together with accrued interest, if any, thereon to but not including the applicable Redemption PriceDate; provided that from and including the issue date of the Securities of such series to and including such Interest Payment Date, the Issuer will use its reasonable best efforts effort to obtain or maintain such listing, as applicable. (c) In the case of any successor Person to the Issuer or the Guarantor, the foregoing provision shall apply mutatis mutandis with respect to any jurisdiction in which such successor Person to the Issuer or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority thereof or therein, except that the change of laws or regulations or interpretations or the administration thereof referred to in Section 11.8(a) above (other than if the relevant jurisdiction is Spain in which case the relevant date remains the date of issuance) must occur on or after the date the successor Person assumes the obligations of the Issuer or Guarantor, as the case may be.

Early Redemption for Taxation Reasons. (a) If, in relation to the Securities of a series, (i) as a result of any change in the laws or regulations of the Kingdom of Spain or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or in the interpretation or administration of any such laws or regulations which becomes effective on or after the date of issuance of the Securities of such series, (x) the Issuer or the Guarantor, as the case may be, is or would be required to pay any Additional Amounts (y) the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal, premium, if any, or interest on the Securities of such series, provided that such payment cannot with reasonable effort by the Guarantor be structured to avoid such deduction or withholding and (ii) such circumstances are evidenced by the delivery by the Issuer or the Guarantor, as the case may be, to the Trustee of a certificate signed by an authorized officer or director of the Issuer or the Guarantor, as the case may be, stating that such circumstances prevail and describing the facts leading to such circumstances, together with an opinion of independent legal advisers of recognized standing to the effect that such circumstances prevail, the Issuer or the Guarantor, as the case may be, may, at its option and upon proper notice as provided in this Indenture, redeem all of the Outstanding Securities at the applicable Redemption Price. No such notice of redemption may be given earlier than 150 90 days prior to the date on which the Issuer or the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due. (b) In addition, if so specified pursuant to Section 2.1 in respect of any series of Securities, if such series of Securities is not listed on an a regulated market, multilateral trading facility or other organized market in an OECD country no later than the 45 days prior to the initial first Interest Payment Date on such series of Securities, the Issuer or the Guarantor, as the case may be, may, at its respective option and having given no less than 15 days’ notice (ending on a day which is no later than a the Business Day immediately preceding such first Interest Payment Date) to the Holders of such series of Securities and upon proper notice as provided in this Indenture (which notice shall be irrevocable) redeem all of the outstanding Securities of such series at the applicable Redemption Price; provided that from and including the issue date of the Securities of such series to and including such Interest Payment Date, the Issuer will use its reasonable best efforts to obtain or maintain such listing, as applicable. (c) In the case of any successor Person to the Issuer or the Guarantor, the foregoing provision shall apply mutatis mutandis with respect to any jurisdiction in which such successor Person to the Issuer or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority thereof or therein, except that the change of laws or regulations or interpretations or the administration thereof referred to in Section 11.8(a) above (other than if the relevant jurisdiction is Spain in which case the relevant date remains the date of issuance) must occur on or after the date the successor Person assumes the obligations of the Issuer or Guarantor, as the case may be.

Early Redemption for Taxation Reasons. (a) If, in relation to the Securities of a series, (i) as a result of any change in the laws or regulations of the Kingdom of Spain or any political subdivision thereof or any authority or agency therein or thereof having power to tax, or in the interpretation or administration of any such laws or regulations which becomes effective on or after the date of issuance of the Securities of such series, (x) the Issuer or the Guarantor, as the case may be, is or would be required to pay any Additional Amounts (y) the Guarantor is or would be required to deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payment of principal, premium, if any, or interest on the Securities of such series, provided that such payment cannot with reasonable effort by the Guarantor be structured to avoid such deduction or withholding and (ii) such circumstances are evidenced by the delivery by the Issuer or the Guarantor, as the case may be, to the Trustee of a certificate signed by an authorized officer or director of the Issuer or the Guarantor, as the case may be, stating that such circumstances prevail and describing the facts leading to such circumstances, together with an opinion of independent legal advisers of recognized standing to the effect that such circumstances prevail, the Issuer or the Guarantor, as the case may be, may, at its option and upon proper notice as provided in this Indenture, redeem all of the Outstanding Securities at the applicable Redemption Price. No such notice of redemption may be given earlier than 150 days prior to the date on which the Issuer or the Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities then due. (b) In addition, if so specified pursuant to Section 2.1 in respect of any series of Securities, if such series of Securities is not listed on an organized market in an OECD country no later than the 45 days prior to the initial first Interest Payment Date on such series of Securities, the Issuer or the Guarantor, as the case may be, may, at its option and having given no less than 15 days’ notice (ending on a day which is no later than a the Business Day immediately preceding such Interest Payment Date) to the Holders of such series of Securities and upon proper notice as provided in this Indenture (which notice shall be irrevocable) redeem all of the outstanding Securities of such series at the applicable Redemption Price; provided that from and including the issue date of the Securities of such series to and including such Interest Payment Date, the Issuer will use its reasonable best efforts to obtain or maintain such listing, as applicable. (c) In the case of any successor Person to the Issuer or the Guarantor, the foregoing provision shall apply mutatis mutandis with respect to any jurisdiction in which such successor Person to the Issuer or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority thereof or therein, except that the change of laws or regulations or interpretations or the administration thereof referred to in Section 11.8(a) above (other than if the relevant jurisdiction is Spain in which case the relevant date remains the date of issuance) must occur on or after the date the successor Person assumes the obligations of the Issuer or Guarantor, as the case may be.