Common use of Optional Redemption for Tax Reasons Clause in Contracts

Optional Redemption for Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Securities of any Series if as a result of any change in or amendment to the laws, including any regulations promulgated thereunder, of the Relevant Tax Jurisdiction or any change in or amendment to any official position regarding the application or interpretation of such laws or regulations (a “Change in Tax Law”), the Payor is or would be required on the occasion of the next payment of principal or interest in respect of the Securities of such Series to pay Additional Amounts pursuant to Section 3.4 and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change in Tax Law must be announced and become effective (i) in the case of the Guarantor, after the original issue date with respect to the Securities of such Series and (ii) in the case of any successor to the Guarantor or the Company, after the date such successor became the successor to the Guarantor or the Company, as the case may be. Notwithstanding anything to the contrary contained in this Article Twelve, the Company must (i) deliver to the Trustee at least 30 days before the Redemption Date an Officers’ Certificate and an opinion of independent legal counsel of recognized standing to the effect 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 least 30 days and no more than 60 days before the redemption date. The redemption price will equal (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment) the principal amount of the Securities of such Series plus accrued interest to the Redemption Date.

Optional Redemption for Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Securities of any Series if as a result of any change in or amendment to the laws, including any regulations promulgated thereunder, of the Relevant Tax Jurisdiction or any change in or amendment to any official position regarding the application or interpretation of such laws or regulations (a “Change in Tax Law”), the Payor is or would be required on the occasion of the next payment of principal or interest in respect of the Securities of such Series to pay Additional Amounts pursuant to Section 3.4 and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change in Tax Law must be announced and become effective (i) in the case of the Guarantor, after the original issue date with respect to the Securities of such Series and (ii) in the case of any successor to the Guarantor or the Company, after the date such successor became the successor to the Guarantor or the Company, as the case may be. Notwithstanding anything to the contrary contained in this Article Twelve, the Company must (i) deliver to the Trustee at least 30 days before the Redemption Date an Officers’ Certificate and an opinion of independent legal counsel of recognized standing to the effect 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 least 30 days and no more than 60 days before the redemption dateRedemption Date. The redemption price will equal (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment) the principal amount of the Securities of such Series plus accrued interest to the Redemption Date.

Optional Redemption for Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Securities of any Series if as a result of any change in or amendment to the laws, including any regulations promulgated thereunder, or rulings of the Relevant Tax Jurisdiction or any change in or amendment to any the official position regarding the application or interpretation of such laws laws, regulations or regulations rulings, or any change in the official 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 (a “Change in Tax Law”), the Payor is or would be required on the occasion of the next payment of principal or interest in respect of the Securities of such Series to pay Additional Amounts pursuant to Section 3.4 and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change in Tax Law must be announced and become effective (i) in the case of the Guarantor, on or after the original issue date with respect to the Securities of such Series and (ii) in the case of any successor to the Guarantor or the Company, after the date such successor became the successor to the Guarantor or the Company, as the case may beSeries. Notwithstanding anything to the contrary contained in this Article Twelve, the Company must (i) deliver to the Trustee trustee at least 30 days before the Redemption Date redemption date an Officers’ Certificate and an opinion of independent legal counsel of recognized standing to the effect 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 holders with notice of the intended redemption at least 30 days and no more than 60 days before the redemption date. The redemption price will equal (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment) the principal amount of the Securities of such Series plus accrued interest to the Redemption Dateredemption date.

Optional Redemption for Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Securities of any Series Debentures if as a result of any change in or amendment to the laws, including any regulations promulgated thereunder, or rulings of the Relevant Tax Jurisdiction or any change in or amendment to any the official position regarding the application or interpretation of such laws laws, regulations or regulations rulings, or any change in the official 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 (a “"Change in Tax Law”"), the Payor is or would be required on the occasion of the next payment of principal or interest in respect of the Securities of such Series Debentures to pay Additional Amounts pursuant to Section 3.4 5.09 and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change in Tax Law must be announced and become effective (i) in the case of the Guarantor, on or after the original issue date with respect to the Securities of such Series and (ii) in the case of any successor to the Guarantor or the Company, after the date such successor became the successor to the Guarantor or the Company, as the case may beDebentures. Notwithstanding anything to the contrary contained in this Article TwelveIV, the Company must (i) deliver to the Trustee trustee at least 30 days before the Redemption Date an Officers’ Certificate and redemption date an opinion of independent legal counsel of recognized standing to the effect 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 holders with notice of the intended redemption at least 30 days and no more than 60 days before the redemption date. The redemption price will equal (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment) the principal amount of the Securities of such Series Debentures plus accrued interest to the Redemption Dateredemption date. SECTION 2. Section 5.05 of the Indenture is hereby amended, solely with respect to the 5.25% Senior Notes Due 2007 and any Subsequent Debentures, by deleting the phrase " . . .10% of Shareholders' Equity" in the first and the last sentences of Section 5.05 and substituting therefor the phrase " . . .15

Optional Redemption for Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Securities of any Series Debentures if as a result of any change in or amendment to the laws, including any regulations promulgated thereunder, or rulings of the Relevant Tax Jurisdiction or any change in or amendment to any the official position regarding the application or interpretation of such laws laws, regulations or regulations rulings, or any change in the official 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 (a “"Change in Tax Law”"), the Payor is or would be required on the occasion of the next payment of principal or interest in respect of the Securities of such Series Debentures to pay Additional Amounts pursuant to Section 3.4 5.09 and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change in Tax Law must be announced and become effective (i) in the case of the Guarantor, on or after the original issue date with respect to the Securities of such Series and (ii) in the case of any successor to the Guarantor or the Company, after the date such successor became the successor to the Guarantor or the Company, as the case may beDebentures. Notwithstanding anything to the contrary contained in this Article TwelveIV, the Company must (i) deliver to the Trustee trustee at least 30 days before the Redemption Date an Officers’ Certificate and redemption date an opinion of independent legal counsel of recognized standing to the effect 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 holders with notice of the intended redemption at least 30 days and no more than 60 days before the redemption date. The redemption price will equal (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment) the principal amount of the Securities of such Series Debentures plus accrued interest to the Redemption Dateredemption date. SECTION 2. The Indenture is hereby amended, solely with respect to the Notes and any Subsequent Debentures, by adding to Section 1.01 thereof the following definitions in correct alphabetical order:

Optional Redemption for Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Securities of any Series Senior Notes if as a result of any change in or amendment to the laws, including any regulations promulgated thereunder, of the Relevant Tax Jurisdiction or any change in or amendment to any official position regarding the application or interpretation of such laws or regulations (a “Change in Tax Law”), the Payor is or would be required on the occasion of the next payment of principal or interest in respect of the Securities of such Series Senior Notes to pay Additional Amounts pursuant to Section 3.4 of the Original Indenture and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change in Tax Law must be announced and become effective (i) in the case of the Guarantor, after the original issue date with respect to the Securities of such Series Senior Notes and (ii) in the case of any successor to the Guarantor or the Company, after the date such successor became the successor to the Guarantor or the Company, as the case may be. Notwithstanding anything to the contrary contained in this Article Twelve, the The Company must (i) deliver to the Trustee at least 30 days before the Redemption Date an Officers’ Certificate and an opinion of independent legal counsel of recognized standing to the effect 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 least 30 days and no more than 60 days before the redemption dateRedemption Date. The redemption price will equal (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment) the principal amount of the Securities of such Series Senior Notes plus accrued interest to the Redemption Date. On and after the Redemption Date, interest will cease to accrue on this Senior Note or any portion of the Senior Note so called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before 10:00 a.m. New York City time on the Redemption Date, the Company will deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest on the Senior Note to be redeemed on such date.

Optional Redemption for Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Securities of any Series Debentures if as a result of any change in or amendment to the laws, including any regulations promulgated thereunder, or rulings of the Relevant Tax Jurisdiction or any change in or amendment to any the official position regarding the application or interpretation of such laws laws, regulations or regulations rulings, or any change in the official 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 (a “Change in Tax Law”), the Payor is or would be required on the occasion of the next payment of principal or interest in respect of the Securities of such Series Debentures to pay Additional Amounts pursuant to Section 3.4 5.09 and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change in Tax Law must be announced and become effective (i) in the case of the Guarantor, on or after the original issue date with respect to the Securities of such Series and (ii) in the case of any successor to the Guarantor or the Company, after the date such successor became the successor to the Guarantor or the Company, as the case may beDebentures. Notwithstanding anything to the contrary contained in this Article TwelveIV, the Company must (i) deliver to the Trustee trustee at least 30 days before the Redemption Date an Officers’ Certificate and redemption date an opinion of independent legal counsel of recognized standing to the effect 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 holders with notice of the intended redemption at least 30 days and no more than 60 days before the redemption date. The redemption price will equal (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment) the principal amount of the Securities of such Series Debentures plus accrued interest to the Redemption Date.redemption date. Particular Covenants of the Company and Cxxxxx Parent

Optional Redemption for Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Securities of any Series if as a result of any change in or amendment to the laws, including any regulations promulgated thereunder, or rulings of the Relevant Tax Jurisdiction or any change in or amendment to any the official position regarding the application or interpretation of such laws laws, regulations or regulations rulings, or any change in the official 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 (a “Change in Tax Law”), the Payor is or would be required on the occasion of the next payment of principal or interest in respect of the Securities of such Series to pay Additional Amounts pursuant to Section 3.4 and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change in Tax Law must be announced and become effective (i) in the case of the Guarantor, on or after the original issue date with respect to the Securities of such Series and (ii) in the case of any successor to the Guarantor or the Company, after the date such successor became the successor to the Guarantor or the Company, as the case may beSeries. Notwithstanding anything to the contrary contained in this Article TwelveXII, the Company must (i) deliver to the Trustee trustee at least 30 days before the Redemption Date redemption date an Officers’ Certificate and an opinion of independent legal counsel of recognized standing to the effect 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 holders with notice of the intended redemption at least 30 days and no more than 60 days before the redemption date. The redemption price will equal (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment) the principal amount of the Securities of such Series plus accrued interest to the Redemption Dateredemption date.