Common use of Optional Redemption for Tax Reasons Clause in Contracts

Optional Redemption for Tax Reasons. (a) Except to the extent otherwise specified for a particular series of Securities, if the Issuer determines that it is obligated to pay additional amounts pursuant to Section 3.07 as a result of any change in or amendment to the laws affecting taxation (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those laws, regulation or rulings, which change or amendment becomes effective on or after the Pricing Date the Issuer may, on giving not more than 60 nor less than 30 days’ notice to the Trustee and the Securities Administrator (but in no event earlier than 60 days prior to the earliest date on which Issuer would be obligated to pay any additional amounts pursuant to Section 3.07 if a payment in respect of the securities were then due), redeem the Securities of any series then outstanding at a redemption price equal to the principal amount of the Securities redeemed (or if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) together with accrued interest to the date fixed for redemption and any applicable additional amounts payable pursuant to Section 3.07. (b) Prior to the giving of any notice of redemption pursuant to this Section 12.06, the Issuer shall deliver to the Trustee and the Securities Administrator: (i) a certificate stating that it is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to its rights to so redeem as set forth in item (a) have occurred; and (ii) an opinion of independent counsel reasonably satisfactory to the Trustee and the Securities Administrator to the effect that Issuer is entitled to effect the redemption based on the statement of facts set forth in the certificate described in item (i).

Optional Redemption for Tax Reasons. (a) Except to the extent Unless otherwise specified for a particular series of Securities, if the Issuer determines that it is obligated to pay additional amounts pursuant to Section 3.07 as a result of any change in or amendment to the laws affecting taxation (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those laws, regulation or rulings, which change or amendment becomes effective on or after the Pricing Date the Issuer Company may, on giving not more than 60 nor less than 30 10 days’ ' notice to the Trustee and the Securities Administrator (but in no event earlier than 60 days prior to the earliest date on which Issuer would notice shall be obligated to pay any additional amounts pursuant to Section 3.07 if a payment in respect of the securities were then dueirrevocable), redeem the Securities of any series Series then outstanding at a redemption price equal to the principal amount of the Securities redeemed (or if the Securities are Original Issue Discount Securitiesoriginal issue discount securities, such portion of amount as determined pursuant to the principal as may be specified formula set forth in the terms thereofapplicable indenture supplement) together plus any related Additional Amounts (as defined in Section 1007 herein), in each case with accrued interest 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 redemption and any applicable additional amounts payable pursuant to Section 3.07. (b) such redemption. Prior to the giving of any notice of redemption pursuant to for tax reasons as described in this Section 12.06paragraph, the Issuer Company shall deliver to the Trustee and the Securities Administrator: (i) a certificate an Officers' Certificate stating that it the Company is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to its rights the right of the Company to so redeem as set forth in item (a) have occurred; occurred and (ii) an opinion of independent counsel reasonably satisfactory 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 Trustee and earliest date on which the Company would be obligated to pay such Additional Amounts if a payment in respect of the Securities Administrator to the effect that Issuer is entitled to effect the redemption based on the statement of facts set forth in the certificate described in item (i).were then due. ARTICLE TWELVE

Optional Redemption for Tax Reasons. (a) Except as otherwise contemplated by Section 2.01 for Securities of any series, the Issuer may, at its option, redeem the Securities of any series in whole but not in part, at any time upon giving not less than 30 nor more than 60 days’ notice to the extent Holders of the Securities of such series (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption 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 specified for a particular (subject, if applicable, to the right of Holders of the Securities of such series of Securitiesrecord on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines that (1) on the occasion of the next payment due in respect of the Securities of such series, it is obligated would be required to pay additional amounts pursuant Additional Amounts and (2) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to Section 3.07 it (including making payment through a paying agent located in another jurisdiction), as a result of of: (a) any change in in, or amendment to to, the laws affecting taxation or treaties (or any regulations regulations, protocols or rulings promulgated thereunder) of the relevant Belgium or any other Relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those laws, regulation or rulingsaffecting taxation, which change or amendment becomes effective on or after the Pricing Issue Date of such series, (b) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Issue Date of such series, or (c) the issuance of definitive Securities of such series due to: (i) the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer maywithin 15 days of the notification, (ii) the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, on giving not more than 60 nor less than 30 days’ notice or ceases to the Trustee and be, a clearing agency in respect of the Securities Administrator of such series and a successor is not able to be appointed by the Issuer within 15 days of such notification, (but iii) DTC notifies the Issuer that it is unwilling or unable to continue to act as depository or ceases to be a clearing agency registered under the Exchange Act and, in no event either case, a successor depository is not appointed by the CDI Depositary at the Issuer’s request within 15 days of such notification, or (iv) if the CDI Depositary is at any time unwilling or unable to continue as CDI Depositary and a successor CDI Depositary is not appointed by the Issuer within 15 days of such notification. The notice of redemption may not be given earlier than 60 120 days prior to the earliest date on which the Issuer would be obligated to pay any additional amounts pursuant to Section 3.07 make a payment or withholding if a payment in respect of the securities Securities of such series were then due), redeem the Securities of any series then outstanding at a redemption price equal to the principal amount of the Securities redeemed (or if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) together with accrued interest to the date fixed for redemption and any applicable additional amounts payable pursuant to Section 3.07. (b) . Prior to the giving publication or, where relevant, mailing of any notice of redemption of the Securities of such series pursuant to this Section 12.06the foregoing, the Issuer shall will deliver to the Trustee an Officers’ Certificate and the Securities Administrator: (i) a certificate stating that it is entitled to effect the redemption and setting forth a statement an Opinion of facts showing that the conditions precedent to its rights to so redeem as set forth in item (a) have occurred; and (ii) an opinion of independent counsel reasonably satisfactory to the Trustee and the Securities Administrator Counsel to the effect that Issuer is the circumstances referred to above exist. The Trustee shall accept, and shall be entitled to effect rely upon, the redemption based Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the statement Holders of facts set forth in the certificate described in item (i)Securities of such series.

Optional Redemption for Tax Reasons. (a) Except The Company shall be entitled to redeem all, but not part, of the extent otherwise specified for Debt Securities of a particular series of Securities, if the Issuer determines that it is obligated to pay additional amounts pursuant to Section 3.07 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 affecting taxation (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those such laws, regulation 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 becomes effective on is announced or execution or amendment occurred, as the case may be, after the Pricing Date date of the Issuer mayprospectus supplement used in connection with the issuance of the Debt Securities of such series (a “Change in Tax Law”), on giving not more than 60 nor less than 30 days’ notice to the Trustee and the Securities Administrator (but in no event earlier than 60 days prior to the earliest date on which Issuer Payor is or would be obligated to pay pay, on the next following date on which any additional amounts amount would be payable with respect to such Debt Securities, Additional Amounts pursuant to Section 3.07 if a 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 respect this Article Four, the Company must (i) deliver to the Trustee, before the Company publishes or mails any notice of redemption of the securities were then due)Debt Securities that are being redeemed on the basis of this Section 4.04, redeem an officers’ certificate to the Securities effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion of any series then outstanding independent legal counsel of recognized standing stating that the Payor has or will become obligated to pay Additional Amounts as a result of such Change in Tax Law and (ii) provide the Holders with notice of the intended redemption at a least 30 days and no more than 60 days before the date of redemption. The redemption price will equal to the principal amount of the Debt Securities redeemed (or plus accrued and unpaid interest, if the Securities are Original Issue Discount Securitiesany, such portion of the principal as may be specified in the terms thereof) together with accrued interest to the date fixed for of redemption and any applicable additional amounts payable pursuant to Section 3.07. (b) Prior subject to the giving right of any notice holders of redemption pursuant to this Section 12.06, the Issuer shall deliver to the Trustee and the record of such Debt Securities Administrator: (i) a certificate stating that it is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to its rights to so redeem as set forth in item (a) have occurred; and (ii) an opinion of independent counsel reasonably satisfactory to the Trustee and the Securities Administrator to the effect that Issuer is entitled to effect the redemption based on the statement of facts set forth in relevant record date to receive interest due on the certificate described in item (irelevant interest payment date).

Optional Redemption for Tax Reasons. (a) Except to the extent Unless otherwise specified for a particular series of SecuritiesSecurities or as otherwise provided for in an indenture supplemental hereto, if the Issuer determines that it is obligated to pay additional amounts pursuant to Section 3.07 as a result of any change in Company or amendment to the laws affecting taxation (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those laws, regulation or rulings, which change or amendment becomes effective on or after the Pricing Date the Issuer Guarantor may, on giving not more than 60 nor less than 30 days’ notice to the Trustee and the Securities Administrator (but in no event earlier than 60 days prior to the earliest date on which Issuer would notice shall be obligated to pay any additional amounts pursuant to Section 3.07 if a payment in respect of the securities were then dueirrevocable), redeem redeem, in whole, but not in part, the Securities of any series Series then outstanding at a redemption price equal to the principal amount of the Securities redeemed (or if the Securities are Original Issue Discount Securities, such portion amount as determined pursuant to the formula set forth in the applicable indenture supplement) plus accrued interest or applicable premiums, in each case with respect to the Securities being redeemed, in the event 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 1007 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 Series which obligation cannot be avoided by the Company or the Guarantor or any successor or New Issuer; or (b) interest payable by the Company or the Guarantor in respect of the principal Securities or the Subordinated Guarantee, as the case may be specified in be, is no longer, or within 90 days of the terms thereof) together with accrued date of the Opinion of Counsel described below will no longer be, fully deductible by the Company or the Guarantor for U.S. and German income tax purposes, respectively (and neither the Company nor the Guarantor can take reasonable measures that would ensure that such interest is fully deductible by it for U.S. and German income tax purposes, respectively). The Trustee will notify the Holders at least 30 days but no more than 60 days prior to the date fixed for redemption and any applicable additional amounts payable pursuant to Section 3.07. (b) such redemption. Prior to the giving of any notice of redemption pursuant to for tax reasons as described in this Section 12.06paragraph, the Issuer Company or the Guarantor shall deliver to the Trustee and the Securities Administrator: (i) a certificate an Officers’ Certificate stating that it the Company or the Guarantor is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to its rights the right of the Company or the Guarantor to so redeem as set forth in item (a) have occurred; occurred and (ii) an opinion Opinion of independent counsel reasonably satisfactory 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 Trustee and 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 Administrator to the effect that Issuer is entitled to effect the redemption based on the statement of facts set forth in the certificate described in item (i)were then due.

Optional Redemption for Tax Reasons. (a) Except The Company shall be entitled to redeem all, but not part, of the extent otherwise specified for Debt Securities of a particular series of Securities, if the Issuer determines that it is obligated to pay additional amounts pursuant to Section 3.07 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 affecting taxation (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those such laws, regulation 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 becomes effective on is announced or execution or amendment occurred, as the case may be, after the Pricing Date date of the Issuer mayprospectus supplement used in connection with the issuance of the Debt Securities of such series (a “Change in Tax Law”), on giving not more than 60 nor less than 30 days’ notice to the Trustee and the Securities Administrator (but in no event earlier than 60 days prior to the earliest date on which Issuer Payor is or would be obligated to pay pay, on the next following date on which any additional amounts amount would be payable with respect to such Debt Securities, Additional Amounts pursuant to Section 3.07 if a 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 respect this Article Four, the Company must (i) deliver to the Trustee, before the Company publishes or mails any notice of redemption of the securities were then due)Debt Securities that are being redeemed on the basis of this Section 4.04, redeem an officers’ certificate to the Securities effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion of any series then outstanding independent legal counsel of recognized standing stating that the Payor has or will become obligated to pay Additional Amounts as a result of such Change in Tax Law and (ii) provide the Holders with notice of the intended redemption at a least 30 days and no more than 60 days before the date of redemption. The redemption price will equal to the principal amount of the Debt Securities redeemed (or plus accrued and unpaid interest, if the Securities are Original Issue Discount Securitiesany, such portion of the principal as may be specified in the terms thereof) together with accrued interest to the date fixed for of redemption and any applicable additional amounts payable pursuant to Section 3.07. (b) Prior subject to the giving right of any notice holders of redemption pursuant to this Section 12.06, the Issuer shall deliver to the Trustee and the record of such Debt Securities Administrator: (i) a certificate stating that it is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to its rights to so redeem as set forth in item (a) have occurred; and (ii) an opinion of independent counsel reasonably satisfactory to the Trustee and the Securities Administrator to the effect that Issuer is entitled to effect the redemption based on the statement relevant record date to receive interest due on the relevant interest payment date). Particular Covenants of facts set forth in the certificate described in item (i).Company and Cxxxxx Parent

Optional Redemption for Tax Reasons. (a) Except to the extent Unless otherwise specified for a particular series of SecuritiesSecurities or as otherwise provided for in an indenture supplemental hereto, if the Issuer determines that it is obligated to pay additional amounts pursuant to Section 3.07 as a result of any change in Company or amendment to the laws affecting taxation (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those laws, regulation or rulings, which change or amendment becomes effective on or after the Pricing Date the Issuer Guarantor may, on giving not more than 60 nor less than 30 days’ notice to the Trustee and the Securities Administrator (but in no event earlier than 60 days prior to the earliest date on which Issuer would notice shall be obligated to pay any additional amounts pursuant to Section 3.07 if a payment in respect of the securities were then dueirrevocable), redeem redeem, in whole, but not in part, the Securities of any series Series then outstanding at a redemption price equal to the principal amount of the Securities redeemed (or if the Securities are Original Issue Discount Securities, such portion amount as determined pursuant to the formula set forth in the applicable indenture supplement) plus accrued interest or applicable premiums, in each case with respect to the Securities being redeemed, in the event 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 1007 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 Series which obligation cannot be avoided by the Company or the Guarantor or any successor or New Issuer; or (b) interest payable by the Company or the Guarantor in respect of the principal Securities or the Guarantee, as the case may be specified in be, is no longer, or within 90 days of the terms thereof) together with accrued date of the Opinion of Counsel described below will no longer be, fully deductible by the Company or the Guarantor for U.S. and German income tax purposes, respectively (and neither the Company nor the Guarantor can take reasonable measures that would ensure that such interest is fully deductible by it for U.S. and German income tax purposes, respectively). The Trustee will notify the Holders at least 30 days but no more than 60 days prior to the date fixed for redemption and any applicable additional amounts payable pursuant to Section 3.07. (b) such redemption. Prior to the giving of any notice of redemption pursuant to for tax reasons as described in this Section 12.06paragraph, the Issuer Company or the Guarantor shall deliver to the Trustee and the Securities Administrator: (i) a certificate an Officers’ Certificate stating that it the Company or the Guarantor is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to its rights the right of the Company or the Guarantor to so redeem as set forth in item (a) have occurred; occurred and (ii) an opinion Opinion of independent counsel reasonably satisfactory 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 Trustee and 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 Administrator to the effect that Issuer is entitled to effect the redemption based on the statement of facts set forth in the certificate described in item (i)were then due.

Optional Redemption for Tax Reasons. (a) Except The Issuer may redeem the Securities, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days’ prior notice to the extent otherwise specified for Holders (with a particular series copy to the Trustee and the Paying Agent) (which notice shall be irrevocable and given in accordance with the procedures described in Section 3.05), at a redemption price equal to 100% of Securitiesthe principal amount thereof, together with accrued and unpaid interest, if any, to, but not including, the date fixed by the Issuer determines for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and that it is obligated to pay additional amounts pursuant to Section 3.07 will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is prior to the Tax Redemption Date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Securities or any Guarantee, the Issuer or any Guarantor is or would be required to pay Additional Amounts (but, in the case of the relevant Guarantor, only if such amount payable cannot be paid by the Issuer or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), and the Issuer or the relevant Guarantor cannot avoid any such payment obligation by taking reasonable measures available to it, including the appointment of a different Paying Agent (provided that changing the jurisdiction of the Issuer or Guarantor is not a reasonable measure for purposes of this section), as a result of: (i) any change in in, or amendment to to, the laws affecting taxation or treaties (or any regulations regulations, protocols or rulings promulgated thereunder) of the relevant Taxing a Tax Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those laws, regulation or rulings, affecting Taxation which change or amendment is announced and becomes effective on or after the Pricing Date date of the Offering Memorandum (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the date of the Offering Memorandum, the date on which such Tax Jurisdiction became a Tax Jurisdiction under this Indenture); or (ii) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations, protocols or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change, amendment, application or interpretation is announced and becomes effective on or after the date of the Offering Memorandum (or, if the relevant Tax Jurisdiction was not a Tax Jurisdiction on the date of the Offering Memorandum, the date on which such Tax Jurisdiction became a Tax Jurisdiction under this Indenture) (each of the foregoing clauses (i) and (ii), a “Change in Tax Law”). (b) The Issuer may, on giving will not more than 60 nor less than 30 days’ give any such notice to the Trustee and the Securities Administrator (but in no event of redemption earlier than 60 days prior to the earliest date on which the Issuer or the relevant Guarantor would be obligated to pay any additional amounts pursuant to Section 3.07 make such payment or withholding if a payment in respect of the securities Securities or Guarantees were then due), redeem and unless at the Securities of any series then outstanding at a redemption price equal time such notice is given, the obligation to the principal amount of the Securities redeemed (or if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified pay Additional Amounts remains in the terms thereof) together with accrued interest to the date fixed for redemption and any applicable additional amounts payable pursuant to Section 3.07effect. (bc) Prior to the giving publication or, where relevant, sending of any notice of redemption of the Securities pursuant to this Section 12.06the foregoing, the Issuer shall will deliver to the Trustee and the Securities Administrator: (i) a certificate stating that it is entitled to effect the redemption and setting forth a statement an Opinion of facts showing that the conditions precedent to its rights to so redeem as set forth in item (a) have occurred; and (ii) an opinion of independent counsel reasonably satisfactory to the Trustee and the Securities Administrator Counsel to the effect that there has been such a Change in Tax Law which would entitle the Issuer is entitled to redeem the Securities hereunder. In addition, before the Issuer publishes or sends notice of redemption of the Securities as described above, it will deliver to the Trustee an Officer’s Certificate to the effect that the redemption based obligation to pay Additional Amounts cannot be avoided by the Issuer or the relevant Guarantor taking reasonable measures available to it. (d) The Trustee will accept such Officer’s Certificate and Opinion of Counsel as conclusive evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the statement of facts set forth in the certificate described in item (i)Holders.

Optional Redemption for Tax Reasons. (a) Except to the extent Unless otherwise specified for a particular series of SecuritiesSecurities or as otherwise provided for in an indenture supplemental hereto, if the Issuer determines that it is obligated to pay additional amounts pursuant to Section 3.07 as a result of any change in Company or amendment to the laws affecting taxation (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those laws, regulation or rulings, which change or amendment becomes effective on or after the Pricing Date the Issuer Guarantor may, on giving not more than 60 nor less than 30 days’ notice to the Trustee and the Securities Administrator (but in no event earlier than 60 days prior to the earliest date on which Issuer would notice shall be obligated to pay any additional amounts pursuant to Section 3.07 if a payment in respect of the securities were then dueirrevocable), redeem redeem, in whole, but not in part, the Securities of any series Series then outstanding at a redemption price equal to the principal amount of the Securities redeemed (or if the Securities are Original Issue Discount Securities, such portion amount as determined pursuant to the formula set forth in the applicable indenture supplement) plus accrued interest or applicable premiums, in each case with respect to the Securities being redeemed, in the event 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 1007 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 Series which obligation cannot be avoided by the Company or the Guarantor or any successor or New Issuer; or (b) interest payable by the Company or the Guarantor in respect of the principal Securities or the Subordinated Guarantee, as the case may be specified in be, is no longer, or within 90 days of the terms thereof) together with accrued date of the Opinion of Counsel described below will no longer be, fully deductible by the Company or the Guarantor for Dutch and German income tax purposes, respectively (and neither the Company nor the Guarantor can take reasonable measures that would ensure that such interest is fully deductible by it for Dutch and German income tax purposes, respectively). The Trustee will notify the Holders at least 30 days but no more than 60 days prior to the date fixed for redemption and any applicable additional amounts payable pursuant to Section 3.07. (b) such redemption. Prior to the giving of any notice of redemption pursuant to for tax reasons as described in this Section 12.06paragraph, the Issuer Company or the Guarantor shall deliver to the Trustee and the Securities Administrator: (i) a certificate an Officers’ Certificate stating that it the Company or the Guarantor is entitled to effect the such redemption and setting forth a statement of facts showing that the conditions precedent to its rights the right of the Company or the Guarantor to so redeem as set forth in item (a) have occurred; occurred and (ii) an opinion Opinion of independent counsel reasonably satisfactory 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 Trustee and 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 Administrator to the effect that Issuer is entitled to effect the redemption based on the statement of facts set forth in the certificate described in item (i)were then due.