Common use of Optional Redemption for Tax Reasons Clause in Contracts

Optional Redemption for Tax Reasons. Unless otherwise specified for a particular series of Securities, the Company may, on giving not more than 60 nor less than 10 days' notice to the Trustee (which notice shall be irrevocable), redeem the Securities of any Series then outstanding at a redemption price equal to the principal amount of the Securities (or if the Securities are original issue discount securities, such amount as determined pursuant to the formula set forth in the applicable indenture supplement) plus any related Additional Amounts (as defined in Section 1007 herein), in each case with respect to the Securities being redeemed, in the event that: (a) the Company determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction (as defined in Section 1007) affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, the Company has or will become obligated to pay Additional Amounts with respect to the Securities of such Series; or (b) a person located outside of a Relevant Jurisdiction into which the Company is merged or to which it has conveyed, transferred or leased its property is required to pay Additional Amounts. Nothing in subsection (b) of this Section 1108 requires the Company to use reasonable measures to avoid the obligation of pay Additional Amounts in the event of such merger, conveyance, transfer or lease. The Trustee will notify the Holders at least 20 days prior to the date fixed for any such redemption. Prior to the giving of any notice of redemption for tax reasons as described in this paragraph, the Company shall deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (ii) an opinion of counsel to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts if a payment in respect of the Securities were then due. ARTICLE TWELVE

Optional Redemption for Tax Reasons. Unless otherwise specified for a particular series of Securities, the The Company may, on giving not more than 60 nor less than 10 days' notice to the Trustee (which notice shall be irrevocable)entitled to redeem all, redeem but not part, of the Debt Securities of any Series then outstanding at a redemption price equal to the principal amount of the Securities (or series if the Securities are original issue discount securities, such amount as determined pursuant to the formula set forth in the applicable indenture supplement) plus any related Additional Amounts (as defined in Section 1007 herein), in each case with respect to the Securities being redeemed, in the event that: (a) the Company determines that, as a result of (x) a change in or an amendment to the laws, regulations or rulings of the Relevant Tax Jurisdiction, (y) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction (as defined in Section 1007) affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, or (z) any change in or amendment to any official position regarding the application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such Relevant Tax Jurisdiction is a party, in each case, which change or amendment is announced or execution or amendment occurred, as the case may be, after the date of the prospectus supplement used in connection with the issuance of the Debt Securities of such series (a “Change in Tax Law”), the Payor is or would be obligated to pay, on the next following date on which any amount would be payable with respect to such Debt Securities, Additional Amounts pursuant to Section 5.09 and the payment of such Additional Amounts cannot be avoided by the Payor after taking reasonable measures available to it. Notwithstanding anything to the contrary contained in this Article Four, the Company must (i) deliver to the Trustee, before the Company publishes or mails any notice of redemption of the Debt Securities that are being redeemed on the basis of this Section 4.04, an officers’ certificate to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion of independent legal counsel of recognized standing stating that the Payor has or will become obligated to pay Additional Amounts with respect to the Securities as a result of such Series; or Change in Tax Law and (bii) a person located outside provide the Holders with notice of a Relevant Jurisdiction into which the Company is merged or to which it has conveyed, transferred or leased its property is required to pay Additional Amounts. Nothing in subsection (b) intended redemption at least 30 days and no more than 60 days before the date of this Section 1108 requires the Company to use reasonable measures to avoid the obligation of pay Additional Amounts in the event of such merger, conveyance, transfer or leaseredemption. The Trustee redemption price will notify equal the Holders at least 20 days prior principal amount of the Debt Securities plus accrued and unpaid interest, if any, to the date fixed for any such redemption. Prior to the giving of any notice of redemption for tax reasons as described in this paragraph, the Company shall deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent subject to the right of holders of record of such Debt Securities on the relevant record date to receive interest due on the relevant interest payment date). ARTICLE FIVE Particular Covenants of the Company to so redeem have occurred and (ii) an opinion of counsel to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts if a payment in respect of the Securities were then due. ARTICLE TWELVECxxxxx Parent

Optional Redemption for Tax Reasons. Unless otherwise specified for a particular series of SecuritiesSecurities or as otherwise provided for in an indenture supplemental hereto, the Company or the Guarantor may, on giving not more than 60 nor less than 10 30 days' ’ notice to the Trustee (which notice shall be irrevocable), redeem redeem, in whole, but not in part, the Securities of any Series then outstanding at a redemption price equal to the principal amount of the Securities (or if the Securities are original issue discount securitiesOriginal Issue Discount Securities, such amount as determined pursuant to the formula set forth in the applicable indenture supplement) plus any related Additional Amounts (as defined in Section 1007 herein)accrued interest or applicable premiums, in each case with respect to the Securities being redeemed, in the event that: (a) that the Company or the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction (as defined in Section 10071007 herein) affecting taxation, which becomes effective on or after the date of issuance of that series, or, with respect to a successor entity or New Issuer, a date following the date the successor became a successor or a New Issuer assumed the Company’s obligations under the Indenture, or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings, ; (a) the Company or the Guarantor has or will become obligated to pay Additional Amounts (as defined in Section 1007 herein) with respect to the Securities of such SeriesSeries which obligation cannot be avoided by the Company or the Guarantor or any successor or New Issuer; or (b) a person located outside of a Relevant Jurisdiction into which interest payable by the Company or the Guarantor in respect of the Securities or the Subordinated Guarantee, as the case may be, is merged no longer, or to which it has conveyedwithin 90 days of the date of the Opinion of Counsel described below will no longer be, transferred or leased its property is required to pay Additional Amounts. Nothing in subsection (b) of this Section 1108 requires fully deductible by the Company to use or the Guarantor for Dutch and German income tax purposes, respectively (and neither the Company nor the Guarantor can take reasonable measures to avoid the obligation of pay Additional Amounts in the event of that would ensure that such mergerinterest is fully deductible by it for Dutch and German income tax purposes, conveyance, transfer or leaserespectively). The Trustee will notify the Holders at least 20 30 days but no more than 60 days prior to the date fixed for any such redemption. Prior to the giving of any notice of redemption for tax reasons as described in this paragraph, the Company or the Guarantor shall deliver to the Trustee (i) an Officers' ’ Certificate stating that the Company or the Guarantor is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company or the Guarantor to so redeem have occurred and (ii) an opinion Opinion of counsel Counsel to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company or the Guarantor would be obligated to pay such Additional Amounts if a payment in respect of the Securities were then due. ARTICLE TWELVEArticle Twelve

Optional Redemption for Tax Reasons. Unless otherwise specified for a particular series of SecuritiesSecurities or as otherwise provided for in an indenture supplemental hereto, the Company or the Guarantor may, on giving not more than 60 nor less than 10 30 days' ’ notice to the Trustee (which notice shall be irrevocable), redeem redeem, in whole, but not in part, the Securities of any Series then outstanding at a redemption price equal to the principal amount of the Securities (or if the Securities are original issue discount securitiesOriginal Issue Discount Securities, such amount as determined pursuant to the formula set forth in the applicable indenture supplement) plus any related Additional Amounts (as defined in Section 1007 herein)accrued interest or applicable premiums, in each case with respect to the Securities being redeemed, in the event that: (a) that the Company or the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction (as defined in Section 10071007 herein) affecting taxation, which becomes effective on or after the date of issuance of that series, or, with respect to a successor entity or New Issuer, a date following the date the successor became a successor or a New Issuer assumed the Company’s obligations under the Indenture, or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings, ; (a) the Company or the Guarantor has or will become obligated to pay Additional Amounts (as defined in Section 1007 herein) with respect to the Securities of such SeriesSeries which obligation cannot be avoided by the Company or the Guarantor or any successor or New Issuer; or (b) a person located outside of a Relevant Jurisdiction into which interest payable by the Company or the Guarantor in respect of the Securities or the Subordinated Guarantee, as the case may be, is merged no longer, or to which it has conveyedwithin 90 days of the date of the Opinion of Counsel described below will no longer be, transferred or leased its property is required to pay Additional Amounts. Nothing in subsection (b) of this Section 1108 requires fully deductible by the Company to use or the Guarantor for U.S. and German income tax purposes, respectively (and neither the Company nor the Guarantor can take reasonable measures to avoid the obligation of pay Additional Amounts in the event of that would ensure that such mergerinterest is fully deductible by it for U.S. and German income tax purposes, conveyance, transfer or leaserespectively). The Trustee will notify the Holders at least 20 30 days but no more than 60 days prior to the date fixed for any such redemption. Prior to the giving of any notice of redemption for tax reasons as described in this paragraph, the Company or the Guarantor shall deliver to the Trustee (i) an Officers' ’ Certificate stating that the Company or the Guarantor is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company or the Guarantor to so redeem have occurred and (ii) an opinion Opinion of counsel Counsel to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company or the Guarantor would be obligated to pay such Additional Amounts if a payment in respect of the Securities were then due. ARTICLE TWELVEArticle Twelve

Optional Redemption for Tax Reasons. Unless otherwise specified for a particular series of Securities, the The Company may, on giving not more than 60 nor less than 10 days' notice to the Trustee (which notice shall be irrevocable)entitled to redeem all, redeem but not part, of the Debt Securities of any Series then outstanding at a redemption price equal to the principal amount of the Securities (or series if the Securities are original issue discount securities, such amount as determined pursuant to the formula set forth in the applicable indenture supplement) plus any related Additional Amounts (as defined in Section 1007 herein), in each case with respect to the Securities being redeemed, in the event that: (a) the Company determines that, as a result of (x) a change in or an amendment to the laws, regulations or rulings of the Relevant Tax Jurisdiction, (y) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction (as defined in Section 1007) affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, or (z) any change in or amendment to any official position regarding the application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such Relevant Tax Jurisdiction is a party, in each case, which change or amendment is announced or execution or amendment occurred, as the case may be, after the date of the prospectus supplement used in connection with the issuance of the Debt Securities of such series (a “Change in Tax Law”), the Payor is or would be obligated to pay, on the next following date on which any amount would be payable with respect to such Debt Securities, Additional Amounts pursuant to Section 5.09 and the payment of such Additional Amounts cannot be avoided by the Payor after taking reasonable measures available to it. Notwithstanding anything to the contrary contained in this Article Four, the Company must (i) deliver to the Trustee, before the Company publishes or mails any notice of redemption of the Debt Securities that are being redeemed on the basis of this Section 4.04, an officers’ certificate to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion of independent legal counsel of recognized standing stating that the Payor has or will become obligated to pay Additional Amounts with respect to the Securities as a result of such Series; or Change in Tax Law and (bii) a person located outside provide the Holders with notice of a Relevant Jurisdiction into which the Company is merged or to which it has conveyed, transferred or leased its property is required to pay Additional Amounts. Nothing in subsection (b) intended redemption at least 30 days and no more than 60 days before the date of this Section 1108 requires the Company to use reasonable measures to avoid the obligation of pay Additional Amounts in the event of such merger, conveyance, transfer or leaseredemption. The Trustee redemption price will notify equal the Holders at least 20 days prior principal amount of the Debt Securities plus accrued and unpaid interest, if any, to the date fixed for any such redemption. Prior to the giving of any notice of redemption for tax reasons as described in this paragraph, the Company shall deliver to the Trustee (i) an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent subject to the right of holders of record of such Debt Securities on the Company relevant record date to so redeem have occurred and (ii) an opinion of counsel to such effect based receive interest due on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts if a relevant interest payment in respect of the Securities were then due. ARTICLE TWELVEdate).

Optional Redemption for Tax Reasons. Unless otherwise specified for a particular series of SecuritiesSecurities or as otherwise provided for in an indenture supplemental hereto, the Company or the Guarantor may, on giving not more than 60 nor less than 10 30 days' ’ notice to the Trustee (which notice shall be irrevocable), redeem redeem, in whole, but not in part, the Securities of any Series then outstanding at a redemption price equal to the principal amount of the Securities (or if the Securities are original issue discount securitiesOriginal Issue Discount Securities, such amount as determined pursuant to the formula set forth in the applicable indenture supplement) plus any related Additional Amounts (as defined in Section 1007 herein)accrued interest or applicable premiums, in each case with respect to the Securities being redeemed, in the event that: (a) that the Company or the Guarantor determines that, as a result of any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction (as defined in Section 10071007 herein) affecting taxation, which becomes effective on or after the date of issuance of that series, or, with respect to a successor entity or New Issuer, a date following the date the successor became a successor or a New Issuer assumed the Company’s obligations under the Indenture, or any change in or amendment to any official position regarding the application or interpretation of such laws, regulations or rulings, ; (a) the Company or the Guarantor has or will become obligated to pay Additional Amounts (as defined in Section 1007 herein) with respect to the Securities of such SeriesSeries which obligation cannot be avoided by the Company or the Guarantor or any successor or New Issuer; or (b) a person located outside of a Relevant Jurisdiction into which interest payable by the Company or the Guarantor in respect of the Securities or the Guarantee, as the case may be, is merged no longer, or to which it has conveyedwithin 90 days of the date of the Opinion of Counsel described below will no longer be, transferred or leased its property is required to pay Additional Amounts. Nothing in subsection (b) of this Section 1108 requires fully deductible by the Company to use or the Guarantor for U.S. and German income tax purposes, respectively (and neither the Company nor the Guarantor can take reasonable measures to avoid the obligation of pay Additional Amounts in the event of that would ensure that such mergerinterest is fully deductible by it for U.S. and German income tax purposes, conveyance, transfer or leaserespectively). The Trustee will notify the Holders at least 20 30 days but no more than 60 days prior to the date fixed for any such redemption. Prior to the giving of any notice of redemption for tax reasons as described in this paragraph, the Company or the Guarantor shall deliver to the Trustee (i) an Officers' ’ Certificate stating that the Company or the Guarantor is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company or the Guarantor to so redeem have occurred and (ii) an opinion Opinion of counsel Counsel to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company or the Guarantor would be obligated to pay such Additional Amounts if a payment in respect of the Securities were then due. ARTICLE TWELVE