Common use of Optional Tax Redemption Clause in Contracts

Optional Tax Redemption. (a) The Companies may, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies may, at their or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of a the relevant Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) . Prior to the mailing of any notice of redemption pursuant to this Section 2.06Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) . No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes Securities of this series were then due.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes Securities in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes Securities to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) . Prior to the mailing of any notice of redemption pursuant to this Section 2.06Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of in such Change in Tax Law. (c) . No notice of redemption pursuant to this Section 2.06 may be given earlier than that ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes Securities were then due.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes Securities in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes Securities to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) . Prior to the mailing of any notice of redemption pursuant to this Section 2.06Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of in such Change in Tax Law. (c) . No notice of redemption pursuant to this Section 2.06 may be given earlier than that ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes Securities were then due.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of in such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (aa “Payor”) The Companies mayis organized or otherwise considered by a taxing authority to be a resident for tax purposes, at their any jurisdiction from or through which the Parent Guarantor’s optionPayor makes a payment on the Securities, redeem or, in each case, any political organization or governmental authority thereof or therein having the Notes power to tax (the “Relevant Tax Jurisdiction”) in whole but not respect of any payments under the Securities, the Payor will pay to each Holder of a Security, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary in part, upon order that the net amounts paid to such Holder will be not less than thirty the amount specified in such Security to which such Holder is entitled; provided, however, the Payor will not be required to make any payment of Additional Amounts for or on account of: (301) nor any tax, assessment or other governmental charge which would not have been imposed but for (A) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction other than solely by the holding of Securities or by the receipt of principal or interest in respect of the Securities (including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein) or (B) the presentation of a Security (where presentation is required) for payment on a date more than sixty 30 days after (60x) days’ prior noticethe date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for and notice of the availability of the funds has been given, at whichever occurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented during such 30-day period); (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a redemption price equal reasonable and timely request of the Payor addressed to 100% the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal amount of, or any premium or interest (including Additional Interest) on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Payor will provide the Trustee with the official acknowledgment of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed Relevant Tax Authority (and all Additional Amountsor, if anysuch acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agent, as applicable, upon request therefor. The Company and the Subsidiary Guarantors will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the receipt of any payments with respect to the Securities, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United States of America or Canada or any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities or any other such document or instrument following the occurrence of any Event of Default with respect to the Securities. The Payor will be entitled to redeem all, but excluding) not less than all, of the Redemption Date, Securities if (i) as a result of any change in, in or amendment to, to the laws, treaties, regulations or rulings of a jurisdiction in which either Company any Relevant Tax Jurisdiction or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), ) the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, Payor is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Securities as described under Section 5.9(a) of the Indenture and (ii) the Payor delivers to the Trustee an Officers’ Certificate stating that the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, the Payor and that the Notes may not be redeemed Payor is entitled to redeem the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption Securities pursuant to this Section 2.06their terms. The Change in Tax Law must become effective on or after the Issue Date. Further, the relevant Company or the relevant Guarantor will Payor must deliver to the Trustee at least 30 days before the redemption date an opinion of independent tax counsel of recognized standing to the effect that the relevant Company Payor has or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No . The Payor must also provide the Holders with notice of the intended redemption pursuant to this Section 2.06 may be given earlier at least 30 days and no more than ninety 60 days before the redemption date and shall comply with all provisions of Article V of the Indenture. The redemption price will equal the principal amount of the Securities plus accrued and unpaid interest thereon (90) days prior including Additional Interest), if any to the earliest date on redemption date, premium, if any, and Additional Amounts, if any, then due and which the relevant Company or the relevant Guarantor otherwise would be obligated to pay Additional Amounts if a payment in respect of the Notes were then duepayable.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) . Prior to the mailing of any notice of redemption pursuant to this Section 2.06Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) . No notice of redemption pursuant to this Section 2.06 may be given earlier than that ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes Securities of this series were then due.

Optional Tax Redemption. (a) The Companies Company may, at their the Company's or the Parent Guarantor’s 's option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty ten (3010) nor more than sixty (60) days’ ' prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “"Change in Tax Law”"), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) . Prior to the mailing of any notice of redemption pursuant to this Section 2.06Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) . No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes Securities of this series were then due. The foregoing provisions shall apply mutatis mutandis to any successor person, after such successor person becomes a party to the Indenture.

Optional Tax Redemption. (a) The Companies Company may, at their the Company's or the Parent Guarantor’s 's option, redeem the Notes in whole but not in part, upon not less than thirty ten (3010) nor more than sixty (60) days’ ' prior noticenotice to Holders, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxtax (each, a "Relevant Taxing Jurisdiction"), or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “"Change in Tax Law”"), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing delivery of any notice of redemption to Holders pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee Trustee, in accordance with Indenture Section 1102, notice of such tax redemption accompanied by an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of in such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies may, Securities of any series may be redeemed at their or the Parent Guarantor’s option, redeem option of the Notes Company in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, part at any time at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest on Interest to the principal amount being redeemed (and all Additional Amountsdate fixed for redemption, if any) to (but excluding) the Redemption Dateif, if (i) as a result of any change inin or amendment to the laws or any regulations or rulings promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Company is incorporated or resident for tax purposes or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, the laws, treaties, regulations any treaty or rulings of a treaties affecting taxation to which such jurisdiction in which either Company (or any Guarantor is incorporated, organized or otherwise tax resident or any such political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings taxing authority) is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), which becomes effective on or after the relevant Company or, if a payment were then due under a Guaranteedate of issuance of such series of Securities, the relevant Guarantor, Company is or would be required to pay Additional Amounts with respect to the Securities on the next succeeding Interest Payment Date and (ii) the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Company. Prior to the mailing giving of any notice of redemption of such Securities pursuant to this Section 2.06Indenture, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion Officers’ Certificate, stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of independent tax counsel of recognized standing circumstances showing that the conditions precedent to the effect that right of the relevant Company or the relevant Guarantor is to redeem such Securities pursuant to this paragraph have been satisfied. (b) If, pursuant to Section 8.01, a Surviving Entity has been or would be obligated required to pay such any Additional Amounts Amounts, as therein provided, as a result consequence of such any amalgamation, consolidation, merger, conveyance, transfer or lease and as a consequence of a Change in Tax Law. (c) No Law occurring after the date of such amalgamation, consolidation, merger, conveyance, transfer or lease, the Securities of any series may be redeemed at the option of such Surviving Entity in whole, but not in part, at any time, at a redemption price equal to the principal amount thereof plus accrued Interest to the date fixed for redemption. Prior to the giving of notice of redemption of such Securities pursuant to this Section 2.06 may be given earlier than ninety (90) days prior Indenture, such Surviving Entity will deliver to the earliest date on which Trustee an Officers’ Certificate, stating that such Person is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the relevant Company or conditions precedent to the relevant Guarantor would be obligated right of such Person to pay Additional Amounts if a payment in respect of the Notes were then dueredeem such Securities pursuant to this paragraph have been satisfied.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.062.05, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of in such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 2.05 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies maySubject to the satisfaction of the Solvency Condition and the pre-conditions described in ‎Section 3.13 and ‎Section 3.14 hereof, if a Tax Event shall occur the Company may at their or any time and at the Parent GuarantorCompany’s option, option and in its sole discretion redeem the Notes Contingent Capital Notes, in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Contingent Capital Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) together with any Accrued Interest to (but excluding) the Redemption Datedate of redemption. A “Tax Event” will be deemed to have occurred with respect to the Contingent Capital Notes if, if (i) at any time, the Company shall determine that, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the U.K. or any political subdivision or any authority thereof or therein having power to taxtax (including any treaty to which the U.K. or any political subdivision or any authority thereof or therein is a party), or any change in the interpretation, official application of such laws or administration of any such laws, treaties, regulations or rulings (including a holdingdecision of any court or tribunal or the application by any tax authority), judgment which change or order amendment becomes effective or applicable, or, in the case of a change in or amendment to law, where such change or amendment is enacted by a court U.K. Act of competent jurisdiction) which becomes effective Parliament or by a Statutory Instrument, if such U.K. Act of Parliament or Statutory Instrument is enacted, on or after October 26, 2018 the Issue Date: (any such change or amendment, a) in making a “Change payment under the Contingent Capital Notes in Tax Law”)respect of interest, the relevant Company or, if a payment were then due under a Guarantee, has or will or would on the relevant Guarantor, would be required next Interest Payment Date become obligated to pay Additional Amounts and Amounts; (iib) a payment of interest on the next Interest Payment Date in respect of any of the Contingent Capital Notes would be treated as a “distribution” within the meaning of Section 1000 of the U.K. Corporation Tax Act 2010 (or any statutory modification or re-enactment thereof for the time being); (c) the Company would not be entitled to claim a deduction in respect of a payment of interest payable on the next Interest Payment Date in computing its U.K. taxation liabilities (or the value of such obligation deduction to the Company would be materially reduced); (d) as a result of the Contingent Capital Notes being in issue, the Company would not be able to have losses or deductions (including in respect of a payment of interest on the Contingent Capital Notes) set against the profits or gains, or profits or gains offset by losses or deductions, of companies with which it is or would otherwise be grouped for applicable U.K. tax purposes (whether under the group relief system current as at the date of issue of the Contingent Capital Notes or any similar system or systems having like effect as may exist from time to time); (e) a future write-down of the principal amount of the Contingent Capital Notes or conversion of the Contingent Capital Notes into ordinary shares would result in a U.K. tax liability, or income, profit or gain being treated for U.K. tax purposes as accruing, arising or being received; (f) the Contingent Capital Notes would no longer be treated as loan relationships for U.K. tax purposes; or (g) the Contingent Capital Notes or any part thereof would be treated as a derivative or an embedded derivative for U.K. tax purposes, in each case, the effect of which cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures steps available to it; provided, however, . In any case where the Company shall determine that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under Tax Event, it is entitled to redeem the Notes Contingent Capital Notes, it shall be required to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior deliver to the mailing Trustee prior to the giving of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an a written legal opinion of independent tax United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the effect Trustee confirming that the relevant Company or Tax Event has occurred and the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result effect of such Change in Tax LawEvent cannot be avoided by the Company taking reasonable steps available to it. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the option o the Company, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice given as provided in the Indenture, at any time at a redemption price Redemption Price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest on to the principal amount being redeemed (and all Additional Amountsdate fixed for redemption if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Company is resident for tax purposes or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, the laws, treaties, regulations any treaty or rulings of a treaties affecting taxation to which such jurisdiction in which either Company (or any Guarantor is incorporated, organized or otherwise tax resident or any such political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings tax authority) is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), which becomes effective on or after the relevant Company or, if a payment were then due under a Guaranteedate of the Indenture, the relevant Guarantor, Company is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts additional amounts with respect to the Notes as described under Section 10.1 of the Indenture and (ii) the payment of such obligation additional amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, that the Company. The Notes may not also be redeemed at the option of the Company, in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the extent such Additional Amounts arise solely principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Company or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as a result an entirety, or that succeeds to all of a Company assigning its the Company’s rights and obligations under the Notes to a Substitute Company (as defined in Section 801 of and the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption Indenture pursuant to this Section 2.06any scheme of arrangement or other transaction, the relevant Company is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer, lease, scheme of arrangement or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor other transaction, is or would be obligated required on the next succeeding Interest Payment Date to pay such Additional Amounts additional amounts (as a result described under Section 10.1 of such Change in Tax Law. (cthe Indenture) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of any tax, assessment or governmental charge imposed on any Holder. The Company will also pay, or make available for payment, to Holders on the Notes were then dueredemption date any additional amounts (as described under “Payment of additional amounts” below) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) ​ The Companies may, at their or the Parent Guarantor’s option, Issuers may redeem the Notes in whole whole, but not in part, at any time upon giving not less than thirty (30) 10 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional AmountsAmounts (as defined in Section 4.13 of the Indenture), if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers determine in good faith that, as a result of: ​ (1) any change in, or amendment to, the laws, treaties, law or treaties (or any regulations or rulings promulgated thereunder) of a jurisdiction Relevant Taxing Jurisdiction (as defined in which either Company Section 4.13 of the Indenture) affecting taxation; or ​ (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxamendment to, or change in the interpretation, an official application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published administrative practice) which becomes effective on or after October 26, 2018 (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), ​ a Payor (as defined below) is, or on the relevant Company ornext interest payment date in respect of the Notes would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts with respect of the Notes (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuers or another Guarantor who can make such payment without the obligation to pay Additional Amounts) and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Payor (including, howeverfor the avoidance of doubt, that the Notes may not appointment of a new Paying Agent where this would be redeemed reasonable). Such Change in Tax Law must be announced and become effective on or after the Issue Date (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date). The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to the extent Indenture, with respect to a change or amendment occurring after the time such successor Person becomes a party to the Indenture. ​ Notice of redemption for taxation reasons will be published in accordance with the procedures described in Section 8. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts and (b) unless at the time such notice is ​ ​ ​ given, such obligation to pay such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined remains in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) effect. Prior to the publication or mailing of any notice of redemption of Notes pursuant to this Section 2.06the foregoing, the relevant Company or the relevant Guarantor Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the relevant Company Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result of such a Change in Tax Law. (c) No notice of redemption pursuant . The Trustee shall be entitled to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date rely on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect such Officer’s Certificate and opinion as sufficient evidence of the Notes were then due.satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders. ​

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes Securities of this series in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities of this series then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities of this series may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes Securities of this series to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) . Prior to the mailing of any notice of redemption pursuant to this Section 2.06Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) . No notice of redemption pursuant to this Section 2.06 may be given earlier than that ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes Securities were then due.

Optional Tax Redemption. (a) The Companies mayUnless otherwise established in accordance with Section 2.03, the Securities of any series may be redeemed at their or the Parent Guarantor’s optionoption of the Issuer, redeem the Notes in whole whole, but not in part, upon subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Capital Adequacy Regulations, at any time, on giving not less than thirty (30) ten Business Days nor more than sixty (60) 60 days’ prior noticenotice of redemption to the Holders of the series to be redeemed and to the Trustee (which notice shall conform, as applicable, to the additional notice requirements set forth in Section 11.05) at a redemption price equal to 100% of the principal amount Current Principal Amount of the Notes then outstanding plus relevant series of Securities on the date fixed for redemption together with any accrued and unpaid interest on the principal amount being redeemed (and all including Additional AmountsAmounts with respect thereto, if any) to (but excluding) the Redemption Date, date fixed for redemption if (i) the Issuer is or will be obliged to pay Additional Amounts with respect to the Securities of such series or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the Securities of such series is not or will not be deductible from the Issuer’s taxable income or is or will be required to be deducted from the amount to be excluded from the Issuer’s taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in the interpretation, application or administration official interpretation of any such lawslaws or regulations, treaties, regulations which change or rulings (including a holding, judgment or order by a court of competent jurisdiction) which amendment becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the date of the issuance of the relevant Company orseries of Securities, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) provided such obligation cannot be avoided by the relevant Company or Issuer through the relevant Guarantor taking of reasonable measures available to itthe Issuer; providedand provided further that, howeverin the case of (i) above, that the Notes may not be redeemed to the extent no such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may shall be given earlier sooner than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor Issuer would be obligated obliged to pay such Additional Amounts if were a payment then due in respect of the Notes were then duerelevant Securities.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.062.05, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 2.05 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies maySecurities of any series may be redeemed at the option of the Guarantor, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice' notice given as provided herein, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on thereof (except for Securities issued at a price representing a discount from the principal amount being payable at maturity which may be redeemed (and all Additional Amountsat the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, the laws, treaties, regulations any treaty or rulings of a treaties affecting taxation to which such jurisdiction in which either Company (or any Guarantor is incorporated, organized or otherwise tax resident or any such political subdivision or any authority thereof or therein having power to taxtaxing authority) is a party (a "Change in Tax Law"), or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any the original issue date of such change or amendment, a “Change in Tax Law”)Securities, the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, Guarantor is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts additional amounts with respect to the Securities as described under Section 1306, and (ii) the payment of such obligation additional amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, that the Notes Guarantor. The Securities of any series may not also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days' notice given as provided herein at a redemption price equal to the extent principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Additional Amounts arise solely Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a result consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice Law occurring after the date of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the Notes were then dueredemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption price.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the option o the Company, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice given as provided in the Indenture, at any time at a redemption price Redemption Price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest on to the principal amount being redeemed (and all Additional Amountsdate fixed for redemption if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Company is resident for tax purposes or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, the laws, treaties, regulations any treaty or rulings of a treaties affecting taxation to which such jurisdiction in which either Company (or any Guarantor is incorporated, organized or otherwise tax resident or any such political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings tax authority) is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), which becomes effective on or after the relevant Company or, if a payment were then due under a Guaranteedate of the Indenture, the relevant Guarantor, Company is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts additional amounts with respect to the Notes as described under Section 10.1 of the Indenture and (ii) the payment of such obligation additional amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, that the Company. The Notes may not also be redeemed at the option of the Company, in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the extent such Additional Amounts arise solely principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Company or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as a result an entirety, or that succeeds to all of a Company assigning its the Company’s rights and obligations under the Notes to a Substitute Company (as defined in Section 801 of and the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption Indenture pursuant to this Section 2.06any scheme of arrangement or other transaction, the relevant Company is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer, lease, scheme of arrangement or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor other transaction, is or would be obligated required on the next succeeding Interest Payment Date to pay such Additional Amounts additional amounts (as a result described under Section 10.1 of such Change in Tax Law. (cthe Indenture) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of any tax, assessment or governmental charge imposed on any Holder. The Company will also pay, or make available for payment, to Holders on the Notes were then dueredemption date any additional amounts (as described under “Payment of additional amounts” below) resulting from the payment of such redemption price.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the option of the Company, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 2 of this Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"RELEVANT DATE") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction"CHANGE IN TAX LAW") which becomes effective on after the Relevant Date, as a result of which the Company is or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 2 hereof with respect to withholding taxes imposed by the relevant Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Notes may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result that, at the Relevant Date it was known or would have been known had professional advice of a Company assigning its obligations under nationally recognized accounting firm in the Notes United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to a Substitute Company occur after the Relevant Date, (as defined in Section 801 of the Indenture), unless ii) no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Notes were then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. (b) The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Notes with respect to Withholding Tax as described under Section 2 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 2 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) The Companies mayNotes will be subject to redemption at the option of the Company or a successor corporation at any time, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, in or amendment to, to the laws, treaties, laws or any regulations or rulings ruling promulgated thereunder of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident (x) Bermuda or any political subdivision or any governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 jurisdiction (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26May 13, 2018 (any such change or amendment, a “Change in Tax Law”)1998, the relevant Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 3.09 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Notes may will be subject to redemption at the option of the Company at any time, in whole but not be redeemed in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the extent such Additional Amounts arise solely principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of the Company or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as an entirety is required, as a result consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice Law occurring after the date of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Notes were then dueany tax, assessment or governmental charge imposed on any Holder of Notes.

Optional Tax Redemption. (a) The Companies mayNotes will be redeemable, at their the Issuer's or the Parent Guarantor’s 's option, redeem the Notes in whole whole, but not in part, upon giving not less than thirty (30) 30 nor more than sixty 60 days' notice to the Holders, with a copy to the Trustee (60which notice will be irrevocable) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof, plus accrued interest and unpaid interest on any Additional Amounts payable with respect thereto, only if the principal amount being redeemed Issuer or the Guarantor has or shall become obligated to pay Additional Amounts (and all Additional Amountsx) with respect to such Notes, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, or regulations of the Cayman Islands or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident Brazil or any political subdivision or any governmental authority thereof or therein having power to tax, or any change in the interpretation, application or administration official interpretation of any such laws, treatiestreaties or regulations, regulations or rulings (including a holdingy) with respect to the Guaranty, judgment or order by a court in excess of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed Guarantor would pay if payments by it were subject to deduction or withholding at a rate of 15%, or 25% in the extent such Additional Amounts arise solely case of beneficiaries located in tax haven jurisdictions for purposes of Brazilian tax law, in each case determined without regard to any interest, fees, penalties or other similar additions to tax, as a result of a Company assigning its obligations under any change in, or amendment to, the Notes to a Substitute Company (as defined in Section 801 laws, treaties or regulations of the IndentureCayman Islands, Brazil or any political subdivision or governmental authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, treaties or regulations, which change or amendment (either in clause (x) or (y), unless ) occurs after the date of issuance of the Notes. No such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 60 days prior to the earliest date on which the relevant Company Issuer or the relevant Guarantor would be obligated to pay such Additional Amounts if a payment in respect of such Notes or the Guaranty were then due. Prior to the publication or mailing of any notice of redemption of the Notes as described above, the Issuer or the Guarantor shall deliver to the Trustee an opinion of an independent legal counsel of recognized standing stating that the Issuer or the Guarantor would be obligated to pay Additional Amounts if a payment due to the changes in respect tax laws, treaties or regulations or in the application or official interpretation thereof. The Trustee shall accept such opinion as sufficient evidence of the Notes were then duesatisfaction of the conditions precedent set forth above, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies may, at their Issuers or the Parent Guarantor’s option, Successor Company may redeem the any series of Notes in whole as to such series, but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the relevant series of Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, including Additional Interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, an official position regarding the interpretationapplication, application administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 of a Relevant Taxing Jurisdiction (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), the relevant Issuers, Successor Company oror Guarantor are, if a or on the next interest payment were then due under a Guarantee, date in respect of the relevant Guarantorseries of Notes would be, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantor (including, that for the Notes may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Company assigning its obligations under Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at October 5, 2006, such Change in Tax Law must become effective on or after October 5, 2006. In the Notes case of redemption due to withholding as a Substitute Company (as defined result of a Change in Section 801 Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after October 5, 2006, such Change in Tax Law must become effective on or after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the predecessor of the Indenture)Successor Company. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, unless no such assignment notice of redemption will be given (a) earlier than 90 days prior to a Substitute Company is undertaken as part the earliest date on which the Payor would be obliged to make such payment of a plan of merger by the Parent Guarantor. Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of any series of Notes pursuant to this Section 2.06the foregoing, the relevant Company or the relevant Guarantor Issuers will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of recognized standing to the effect that the relevant Company Issuers have been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result of such a Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect . The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Notes were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the holders of the Notes.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed, at their or the Parent Guarantor’s optionoption of the Issuer, redeem the Notes in as a whole but not in part, upon giving not less than thirty (30) days’ nor more than sixty (60) days’ prior noticenotice to the Holders (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest on the principal amount being redeemed (and all including any Additional Amounts), if any) , to (but excludingnot including) the Redemption DateDate if, if as a result of: (i) as a result of any change in, or amendment to, the laws, treaties, laws (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Jurisdiction affecting taxation; or (ii) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings (including including, without limitation, a holding, judgment or order by a court of competent jurisdiction) jurisdiction or other Governmental Authority), which change or amendment becomes effective (1) with respect to the Issuer or any applicable Guarantor, on or after October 26the Issue Date and (2) with respect to any successor of the Issuer or any applicable Guarantor, 2018 wherein any successor assumes the obligations of the Notes or any Note Guarantee, as the case may be, and this Indenture following a merger, consolidation or transfer, lease or conveyance of substantially all of the predecessor’s assets (any such change or amendment, each a “Change in Tax LawSurviving Person”), on or after the relevant Company orday such Surviving Person becomes a Surviving Person, if a with respect to any payment were then due or to become due under a the Notes, this Indenture or any Note Guarantee, and the relevant Issuer or any applicable Guarantor, as the case may be, is, or on the next Interest Payment Date would be be, required to pay Additional Amounts with respect to taxes of Peru or Cyprus at a rate in excess of 30%, and (ii) such obligation requirement cannot be avoided by the relevant Company Issuer or any applicable Guarantor, as the relevant Guarantor case may be, taking reasonable measures available to it; provided, however, provided that for the Notes may not be redeemed to avoidance of doubt changing the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 jurisdiction of the Indenture), unless Issuer or any applicable Guarantor is not a reasonable measure for the purposes of this Section 3.4; and provided further that no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety thirty (9030) days prior to the earliest date on which the relevant Company Issuer or any applicable Guarantor, as the relevant Guarantor case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Notes or such Note Guarantee were then due. (b) Prior to giving any notice of redemption of the Notes pursuant to the foregoing, the Issuer or any applicable Guarantor, as the case may be, will deliver to the Trustee: (i) an Officers’ Certificate stating that such change or amendment referred to in clause (a) of this Section 3.4 has occurred, and describing the facts related thereto and stating that such requirement cannot be avoided by the Issuer or any applicable Guarantor, as the case may be, taking reasonable measures available to it; and (ii) an Opinion of Counsel or an opinion of a tax consultant, each of recognized standing with respect to tax matters in the Relevant Jurisdiction, as the case may be, stating that the requirement to pay such Additional Amounts results from such change or amendment referred to in clause (a) of this Section 3.4. Such certificate and opinion shall constitute sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the Holders. The notice of redemption, once delivered to the Holders, will be irrevocable. (c) Any Notes that are redeemed will be cancelled.

Optional Tax Redemption. (a) The Companies may, Company may at their or the Parent Guarantor’s option, redeem the Notes in whole but not in partits option at any time, upon giving not less than thirty (30) 30 nor more than sixty 60 days' notice to Holders, redeem all (60but not less than all) days’ prior noticeof the Notes then outstanding, at a redemption price equal to 100% of the aggregate outstanding principal amount thereof, together with any Additional Amounts then due and that will become due on the redemption date as a result of the Notes then outstanding plus redemption and accrued and unpaid interest on to the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Dateredemption date, if (i1) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction, or any change in the official application, administration or interpretation of such laws, treaties, regulations or rulings of a jurisdiction in which either the relevant Tax Jurisdiction, the Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, as applicable, has or will become obligated to pay any Additional Amounts on the Notes in excess of the Additional Amounts the Company would be required obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate of 4.9 percent ("Excess Additional Amounts Amounts"), (2) such change or amendment is announced on or after the Issue Date (or, if the relevant Tax Jurisdiction has changed since the date of the Indenture, the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture), (3) such obligation would have arisen absent a further issuance of the Notes pursuant to the Indenture; and (ii4) and such obligation cannot be avoided by the relevant Company or the relevant Guarantor Guarantor, as applicable, taking reasonable measures available to itit (including, without limitation, changing the jurisdiction from or through which payments are made); provided, however, that the Notes may not be redeemed to the extent no such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may shall be given earlier than ninety (90) 60 days prior to the earliest date on which the relevant Company or the relevant Guarantor Guarantor, as applicable, would be obliged to pay such Excess Additional Amounts. Prior to the giving of any notice of redemption of the Notes pursuant to the foregoing, the Company will deliver to the Trustee (1) an Officers' Certificate stating that the conditions precedent to the right of the Company to so redeem have occurred and that the obligation to pay Excess Additional Amounts cannot be avoided by the Company by taking commercially reasonable measures available to it, and (2) a written opinion of independent legal counsel of recognized standing in the relevant Tax Jurisdiction to the effect that the Company has become obligated to pay Excess Additional Amounts if as a payment result of a change or amendment described above. The foregoing provisions will apply mutatis mutandis to any successor Person to the Company after such successor Person becomes a party to this Indenture. Notices of redemption hereunder will be given in respect of accordance with the Notes were then dueprovisions set forth under Section 3.03 .

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes Securities in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of or any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes Securities may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes Securities to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) . Prior to the the, mailing of any notice of redemption pursuant to this Section 2.06Section, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of in such Change in Tax Law. (c) . No notice of redemption pursuant to this Section 2.06 may be given earlier than that ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes Securities were then due.

Optional Tax Redemption. (a) The Companies Subject to SECTION 2.06 of this First Supplemental Indenture and Section 11.10 of the Base Indenture, the Company may, at their or any time, at the Parent GuarantorCompany’s option, redeem the Notes Securities, in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Securities then outstanding plus Outstanding, together with any accrued and but unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Datedate fixed for redemption, if (i) the Company determines that as a result of any a change in, or amendment to, the lawslaws or regulations of any Taxing Jurisdiction, treaties, regulations or rulings of including any treaty to which the relevant Taxing Jurisdiction is a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxparty, or a change in the interpretation, an official application or administration interpretation of those laws or regulations on or after the Issue Date, including any decision of any such laws, treaties, regulations court or rulings (including a holding, judgment or order by a court of competent jurisdiction) tribunal which becomes effective on or after October 26the Issue Date (and, 2018 in the case of a successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s obligations): (any such change i) the Company will or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and to Holders of the Securities; (ii) such obligation canthe Company would not be avoided entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or the amount of the deduction would be materially reduced; or (iii) the Company would not, as a result of the Securities being in issue be able to have the losses or deductions set against the profits or gains or profits or gains offset by the relevant losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist); (each such change in tax law or regulation or the relevant Guarantor taking reasonable measures available to itofficial application or interpretation thereof, a “Tax Event”); provided, however, that the Notes Securities may only be redeemed pursuant to this SECTION 2.04 if, in the case of each Tax Event, the consequences of the Tax Event cannot be redeemed avoided by the Company’s taking reasonable measures available to the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent GuarantorCompany. (b) Prior to the mailing delivery of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will shall deliver to the Trustee an opinion of independent tax counsel of recognized standing standing, chosen by the Company, in a form satisfactory to the effect Trustee, confirming that the relevant Company or the relevant Guarantor is or would be obligated entitled to pay such Additional Amounts as a result exercise its right of such Change in Tax Lawredemption under this SECTION 2.04. (c) No notice SECTIONS 2.04(a) and 2.04(b) of redemption pursuant to this Section 2.06 may be given earlier than ninety (90First Supplemental Indenture hereby amend and replace in their entirety Sections 11.09(a) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect and 11.09(b) of the Notes were then dueBase Indenture, respectively.

Optional Tax Redemption. (a) The Companies maySecurities may be redeemed at the option of the Issuer, at their or the Parent Guarantor’s optionin whole, redeem the Notes in whole but not in part, upon subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Capital Adequacy Regulations, at any time, on giving not less than thirty (30) ten Business Days nor more than sixty (60) 60 days’ prior noticenotice of redemption to the Holders of the Securities to be redeemed and to the Trustee (which notice shall conform, as applicable, to the additional notice requirements set forth in the Indenture) at a redemption price equal to 100% of the principal amount Current Principal Amount of the Notes then outstanding plus Securities on the date fixed for redemption together with any accrued and unpaid interest on the principal amount being redeemed (and all including Additional AmountsAmounts with respect thereto, if any) to (but excluding) the Redemption Date, date fixed for redemption if (i) the Issuer is or will be obliged to pay Additional Amounts with respect to the Securities or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the Securities is not or will not be deductible from the Issuer’s taxable income or is or will be required to be deducted from the amount to be excluded from the Issuer’s taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in the interpretation, application or administration official interpretation of any such lawslaws or regulations, treaties, regulations which change or rulings (including a holding, judgment or order by a court of competent jurisdiction) which amendment becomes effective on or after October 26the date of the issuance of the Securities, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) provided such obligation cannot be avoided by the relevant Company or Issuer through the relevant Guarantor taking of reasonable measures available to itthe Issuer; providedand provided further that, howeverin the case of (i) above, that the Notes may not be redeemed to the extent no such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may shall be given earlier sooner than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor Issuer would be obligated obliged to pay such Additional Amounts if were a payment then due in respect of the Notes were then duerelevant Securities.

Optional Tax Redemption. (a) The Companies maySenior Notes may be redeemed at the option of the Company, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 3 of this Senior Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"Relevant Date") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations regulation or rulings (including a holding, judgment or order by a court of competent jurisdiction"Change in Tax Law") which becomes effective on after the Relevant Date, as a result of which the Company is or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Senior Notes as described under Section 3 hereof with respect to withholding taxes imposed by the relevant Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "Withholding Tax") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Notes may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result that, at the Relevant Date it was known or would have been known had professional advice of a Company assigning its obligations under nationally recognized accounting firm in the Notes United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to a Substitute Company occur after the Relevant Date, (as defined in Section 801 of the Indenture), unless ii) no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Senior Notes were then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. The Senior Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "Subsequent Consolidation") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Senior Notes with respect to Withholding Tax as described under Section 3 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 3 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) The Companies mayIssuers, at their the Parent or a successor to an Issuer or the Parent Guarantor’s option, may redeem the Notes of a series in whole whole, but not in part, at any time upon giving not less than thirty (30) 15 nor more than sixty (60) 60 days’ prior notice, notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding, the date fixed for redemption (subject to the right of holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Redemption Date, if (i) tax redemption date as a result of the redemption or otherwise, if any, if a Payor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, or the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 of a Relevant Taxing Jurisdiction (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), such Payor is, or on the relevant Company ornext interest payment date in respect of the Notes of such series would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverthe Parent or a successor to an Issuer or the Parent (including, that for the Notes may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent Notes). In the case of redemption due to such obligation to pay Additional Amounts arise solely as a result of a Company assigning its obligations under Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at April 29, 2020, such Change in Tax Law must become effective after April 29, 2020. In the case of redemption due to such obligation to pay Additional Amounts as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after April 29, 2020, such Change in Tax Law must become effective after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a payment in respect of the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. were then due and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Section 2.06the foregoing, the relevant Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the relevant Company Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result of such a Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect . The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Notes were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies mayNotes shall be subject to redemption at the option of the Company or a successor corporation at any time, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, in or amendment to, to the laws, treaties, laws or any regulations or rulings ruling promulgated thereunder of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident (x) Bermuda or any political subdivision or any governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 jurisdiction (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”)the Issue Date, the relevant Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 7 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Notes may shall be subject to redemption at the option of the Company at any time, in whole but not be redeemed in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the extent such Additional Amounts arise solely principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of the Company or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as an entirety is required, as a result consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice Law occurring after the date of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Notes were then dueany tax, assessment or governmental charge imposed on any Holder of Notes.

Optional Tax Redemption. (a) The Companies may, at their Issuers or the Parent Guarantor’s option, Successor Company may redeem the Notes in whole whole, but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding. the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantors determine in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, or the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 of a Relevant Taxing Jurisdiction (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), the relevant Issuers, Successor Company oror Guarantors are, if a or on the next interest payment were then due under a Guaranteedate in respect of the Notes would be, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantors (including, that for the Notes may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Company assigning its obligations under Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at March 5, 2013, such Change in Tax Law must become effective on or after March 5, 2013. In the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice case of redemption pursuant due to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after March 5, 2013, such Change in Tax Law. (c) No Law must become effective on or after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such notice of redemption pursuant to this Section 2.06 may will be given (a) earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor Payor would be obligated obliged to pay make such payment of Additional Amounts if a payment in respect of the Notes were then duedue and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuers or Successor Company will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Issuers Successor Company or Guarantors has or have been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies mayIssuer is entitled to redeemed the Notes at its option, at their or the Parent Guarantor’s optionany time, redeem the Notes in as a whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice as provided in the Indenture (which notice shall also be published or delivered in a manner as required by the applicable rules of any internationally recognized stock exchange on which the Notes are then listed to the noteholders (which notice will be irrevocable)), at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the principal amount being redeemed (relevant Record Date to receive interest due on the relevant Interest Payment Date), and all Additional Amounts, if any, then due and which will become due on the redemption date if the Issuer determines and certifies to the Trustee (as described in clause (a) of the next paragraph) immediately prior to (but excluding) the Redemption Date, if (i) giving of such notice that as a result of any change in, or amendment toChange of Tax Law, the lawsIssuer or a Subsidiary Guarantor (as the case may be) has become or on the next interest payment date would become obligated, treaties, regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or for reasons outside its control and after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to itit to avoid such obligation, to pay Additional Amounts in respect of any note pursuant to the terms and conditions thereof; provided, however, provided that the Notes Issuer or a Subsidiary Guarantor (as the case may be) shall not be redeemed required to change the extent jurisdiction of its organization to avoid any such Additional Amounts arise solely as obligation. The Change of Tax Law must become effective on or after the date of this Indenture (or, if the applicable Relevant Jurisdiction became a result Relevant Jurisdiction on a date after the date of a Company assigning its obligations under this Indenture, such later date). Notwithstanding the Notes to a Substitute Company (as defined in Section 801 of the Indenture)foregoing, unless no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would may be obligated to pay such Additional Amounts as a result of such Change in Tax Law.given: (ca) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 60 days prior to the earliest date on which the relevant Company Issuer or a Subsidiary Guarantor (as the relevant Guarantor case may be) would but for such redemption be obligated to pay such Additional Amounts if Amounts; and (b) unless at the time such notice is given, the Issuer’s or a payment Subsidiary Guarantor’s (as the case may be) obligation to pay such Additional Amounts, remains in respect effect. Prior to the publication and mailing of any notice of redemption of the Notes were then duepursuant to the foregoing, the Issuer will deliver to the Trustee: (a) an Officer’s Certificate stating that such change, amendment, application or interpretation has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Issuer or a Subsidiary Guarantor (as the case may be), taking reasonable measures available to it; and (b) an Opinion of tax counsel, of recognized standing with respect to tax matters of the Relevant Jurisdiction, stating that the requirement to pay such Additional Amounts results from such a change, amendment, application or interpretation. The Trustee shall accept such certificate and opinion as conclusive evidence of the satisfaction of the conditions precedent described above, and shall not be obligated to verify the accuracy or content thereof, in which event it shall be conclusive and binding on the Holders. Any Notes that are redeemed pursuant to this provision will be cancelled.

Optional Tax Redemption. (a) The Companies Securities may, subject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at their or the Parent Guarantor’s optionoption of the Company, redeem the Notes in whole whole, but not in part, upon at any time, on not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, at a redemption price equal to 100% of the principal amount Current Principal Amount of the Notes then outstanding plus Securities on the date fixed for redemption (together with accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Datedate fixed for redemption and Additional Amounts, if (i) any), if the Company determines prior to giving notice of redemption that, as a result of any change in, or amendment to, the laws, treaties, laws (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident Japan (or any political subdivision or any taxing authority thereof or therein having power to taxof Japan) affecting taxation, or any change in the interpretation, official position regarding the application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment judgment, or order by a court of competent jurisdiction) ), which change, amendment, application or interpretation becomes effective on or after October 26[ ], 2018 (any such change i) the Company is, or amendmenton the next interest payment date would be, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay any Additional Amounts and in respect of Japanese Taxes, or (ii) any interest on the Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (i) or (ii) above, such obligation event cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures reasonably available to itthe Company; provided, howeverthat in the case of (i) above, that the Notes may not be redeemed to the extent no such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may shall be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay make such payment of Additional Amounts if a payment in respect of the Notes Securities were then due. Prior to making any notice of redemption of the Securities pursuant to the foregoing, the Company will deliver to the Trustee a certificate signed by a Responsible Officer of the Company stating that the conditions precedent to such redemption have been fulfilled and an opinion of an independent tax counsel or tax consultant of recognized standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such 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 Holders of the Securities.

Optional Tax Redemption. (a) The Companies mayBonds may be redeemed at the option of the Company, at their or the Parent Guarantor’s optionin whole, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior noticeat any time, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus amount, together with accrued and unpaid interest on the principal amount being redeemed (and all including any Additional Amounts, if any) to (but excluding) excluding the Redemption Date, if (i) if, as a result of any change in, or amendment to, the laws, treatieslaws (or any rules, regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident Mexico or any political subdivision thereof or any taxing authority thereof or therein having power to taxtherein, or any change in the interpretationapplication, application administration or administration official interpretation of any such laws, treatiesrules, regulations or rulings (including a holding, judgment or order by the holding of a court of competent jurisdiction) , the Company has, will or would become obligated to pay Additional Amounts in connection with payments on the Bonds in respect of Mexican Withholding Taxes imposed at a rate of withholding or deduction in excess of 10% (the “Maximum Withholding Rate”), which change or amendment becomes effective on or after October 26the date of this Indenture, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not no such notice of redemption shall be redeemed given earlier than 90 days prior to the extent earliest date on which the Company would be obliged to pay such Additional Amounts arise solely as in respect of Mexican Withholding Taxes assessed at a result of rate above the Maximum Withholding Rate were a Company assigning its obligations under the Notes to a Substitute Company (as defined payment in Section 801 respect of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Bonds then due. Prior to the mailing giving of any notice of redemption of such Bonds pursuant to this Section 2.0611.1(a), the relevant Company or the relevant Guarantor will deliver to the Trustee (i) an Officers’ Certificate stating that the Company is entitled to effect such redemption pursuant to this Section 11.1(a) and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (ii) an opinion of Counsel of independent tax Mexican counsel of recognized standing to the effect that the relevant Company has or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts in respect of Mexican Taxes assessed at a rate above the Maximum Withholding Rate as a result of such Change in Tax Lawchange or amendment. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies may, at their Issuers or the Parent Guarantor’s option, Successor Company may redeem the Notes in whole whole, but not in part, at any time upon giving not less than thirty (30) 15 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding. the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantors determine in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, or the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 of a Relevant Taxing Jurisdiction (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), the relevant Issuers, Successor Company oror Guarantors are, if a or on the next interest payment were then due under a Guaranteedate in respect of the Notes would be, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantors (including, that for the Notes may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Company assigning its obligations under Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at September 10, 2013, such Change in Tax Law must become effective on or after September 10, 2013. In the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice case of redemption pursuant due to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after September 10, 2013, such Change in Tax Law. (c) No Law must become effective on or after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such notice of redemption pursuant to this Section 2.06 may will be given (a) earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor Payor would be obligated obliged to pay make such payment of Additional Amounts if a payment in respect of the Notes were then duedue and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuers or Successor Company will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Issuers Successor Company or Guarantors has or have been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies mayUnless otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, at their or the Parent Guarantor’s option, Company will have the option to redeem the Notes Senior Debt Securities of any series in whole as contemplated by Error! Reference source not found. but not in part, upon on not less than thirty (30) 5 business days nor more than sixty (60) 60 calendar days’ prior notice, on any Interest Payment Date, at a redemption price equal to 100% of the principal amount amount, together with accrued but unpaid interest, if any, in respect of such series of Senior Debt Securities to the date fixed for redemption, if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Notes then outstanding plus accrued and unpaid U.K. Taxing Jurisdiction (including any treaty to which a U.K. Taxing Jurisdiction is a party), or any change in the official application or interpretation of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or after a date included in the terms of such series of Senior Debt Securities pursuant to Error! Reference source not found.: (a) in making any payment under the Senior Debt Securities, including any payment in respect of principal or premium, if any, or interest, the Company has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts; (b) payment of interest on the principal amount being redeemed next Interest Payment Date in respect of any of the Senior Debt Securities would be treated as a “distribution” within the meaning of Section 1000 of the Corporation Tax Xxx 0000 of the United Kingdom (and all Additional Amounts, if anyor any statutory modification or re-enactment thereof for the time being); or (c) on the next Interest Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its United Kingdom taxation liabilities (but excluding) or the Redemption Date, if (i) value of such deduction to the Company would be materially reduced). In any case where the Company shall determine that as a result of any change in, in the official application or amendment tointerpretation of any laws or regulations it is entitled to redeem the Senior Debt Securities of any series, the laws, treaties, regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would shall be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed deliver to the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior Trustee prior to the mailing giving of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an a written legal opinion of independent tax United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory to the effect Trustee confirming that the relevant Company change in the official application or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result interpretation of such Change in Tax Lawlaws or regulations has occurred and that the Company is entitled to exercise its right of redemption. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. If as a result of any change in or amendment to the laws (aor any rules or regulations thereunder) The Companies of a Relevant Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules, or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the later of the Issue Date and the date a Relevant Jurisdiction becomes a Relevant Jurisdiction, (i) the Company or any successor has or will become obligated to pay any Additional Amounts as described above under Section 4.21 or (ii) any Subsidiary Guarantor or any successor has or will become obligated to pay Additional Amounts as described above under Section 4.21 in excess of the Additional Amounts (A) such Brazilian Subsidiary Guarantor or any such successor would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% or a rate of 25% in case the Holder of the Notes is resident in a tax haven jurisdiction for Brazilian-tax purposes (i.e., countries which do not impose any income tax or which impose it at a maximum rate lower than 17% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) or (B) such Argentine Subsidiary Guarantor or any such successor would be obligated to pay if payments were subject to withholding or deduction at a rate of 35% or such other reduced rate as would be applicable as of the Issue Date depending on the nationality, residence and/or identity of the Holder or beneficial owner for Argentine tax purposes (the rates in (ii), the “Minimum Withholding Level”), the Company, such Subsidiary Guarantor or any such successor may, at their or the Parent Guarantor’s its option, redeem the Notes in whole all, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior noticeall, of the Notes, at a redemption price equal to 100% of the their principal amount of the Notes then outstanding plus amount, together with interest accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result date fixed for redemption, upon publication of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any irrevocable notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver not less than 30 days nor more than 90 days prior to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) date fixed for redemption. No notice of such redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 90 days prior to the earliest date on which such Additional Amounts would first be paid were a payment then due. Notwithstanding the relevant foregoing, the Company, a Subsidiary Guarantor or any successor shall not have the right to so redeem the Notes unless: (i) it or the applicable Subsidiary Guarantor, as the case may be, has taken reasonable measures to avoid the obligation to pay Additional Amounts or, in the case of an applicable Subsidiary Guarantor, Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level (provided, however, for this purpose reasonable measures shall not include the Company, any Subsidiary Guarantor or any successor moving or changing jurisdiction); and (ii) it or such Subsidiary Guarantor, as the case may be, has complied with all necessary regulations to legally effect such redemption. In the event that the Company, a Subsidiary Guarantor or any successor elects to so redeem the Notes, it will deliver to the Trustee: (1) a certificate, signed in the name of the Company by two of its executive officers or by its attorney in fact in accordance with its bylaws or any successor, stating that the Company, a Subsidiary Guarantor or any successor, as the case may be, is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company or any successor to so redeem have occurred or been satisfied; and (2) an Opinion of Counsel to the relevant Guarantor would be effect that the Company or any successor has or will become obligated to pay Additional Amounts if or, in the case of a payment Subsidiary Guarantor or any successor to such Subsidiary Guarantor, has or will become obligated to pay Additional Amounts in respect excess of the Notes were then dueAdditional Amounts payable at the Minimum Withholding Level, as a result of the change or amendment, that the Company, such Subsidiary Guarantor, or any successor, as the case may be, cannot avoid payment of such Additional Amounts or excess Additional Amounts by taking reasonable measures available to it and that all governmental requirements necessary for the Company, such Subsidiary Guarantor or any successor to effect the redemption have been complied with.

Optional Tax Redemption. (a) The Companies Company may, at their or the Parent Guarantor’s its option, redeem the Notes in whole all, but not in part, upon not less than thirty (30) all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than sixty (60) 60 days’ prior noticenotice to the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes then outstanding Notes, plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) thereon to (but excludingnot including) the Redemption Date, redemption date. This redemption applies only if (i) as a result of any amendment to, or change in, the laws or amendment totreaties (including any rulings, the laws, treaties, protocols or regulations or rulings promulgated thereunder) of a Taxing Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which either Company or any Guarantor such successor Person is incorporated, organized or otherwise is a resident for tax resident purposes or any political subdivision or any taxing authority or agency thereof or therein having power therein) or any amendment to tax, or change in any official position concerning the interpretation, administration or application or administration of any such laws, treaties, rulings, protocols or regulations or rulings (including a holding, judgment or order holding by a court of competent jurisdiction) ), which becomes amendment or change is effective on or after October 26the Issue Date (or, 2018 (any in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such change or amendmentNotes, a “Change in Tax Law”the date on which such successor Person became such pursuant to applicable provisions of this Indenture), the relevant Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, would be required Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 on the next date on which any amount would be payable with respect to such Notes and (ii) the Company or such Guarantor determines in good faith that such obligation cannot be avoided (provided changing the jurisdiction of the Company is not a reasonable measure for purposes of this Section 3.09) by the relevant Company or the relevant Guarantor taking use of reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent Company or such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless Guarantor. No such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 60 days prior to the earliest date on which the relevant Company or the relevant a Guarantor of such Notes would be obligated to pay such Additional Amounts if were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the Notes were then duepreceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to providing any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company has determined in good faith that the Company is entitled to effect such redemption and that the obligation of the Company or a Guarantor to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section 3.09. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies may, at their Issuers or the Parent Guarantor’s option, Successor Company may redeem the Notes in whole whole, but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding. the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantors determine in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, or the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 of a Relevant Taxing Jurisdiction (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), the relevant Issuers, Successor Company oror Guarantors are, if a or on the next interest payment were then due under a Guaranteedate in respect of the Notes would be, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantors (including, that for the Notes may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Company assigning its obligations under Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at January 31, 2013, such Change in Tax Law must become effective on or after January 31, 2013. In the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice case of redemption pursuant due to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after January 31, 2013, such Change in Tax Law. (c) No Law must become effective on or after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such notice of redemption pursuant to this Section 2.06 may will be given (a) earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor Payor would be obligated obliged to pay make such payment of Additional Amounts if a payment in respect of the Notes were then duedue and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuers or Successor Company will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the Issuers Successor Company or Guarantors has or have been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies mayUnless otherwise established in accordance with Section 2.03, the Securities of any series may be redeemed at their or the Parent Guarantor’s optionoption of the Issuer, redeem the Notes in whole whole, but not in part, upon subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Banking Regulations, at any time, on giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice of redemption to the Holders of the series to be redeemed (which notice shall be irrevocable and shall conform, as applicable, to the additional notice requirements set forth in Section 11.04) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus Securities together with any accrued and unpaid interest on the principal amount being redeemed (and all including Additional AmountsAmounts with respect thereto, if any) to (but excluding) the Redemption Date, date fixed for redemption if (i) the Issuer is or will be obliged to pay Additional Amounts or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the Securities is not or will not be deductible from the Issuer’s taxable income or is or will be required to be deducted from the amount to be excluded from the Issuer’s taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in the interpretation, application or administration official interpretation of any such lawslaws or regulations, treaties, regulations which change or rulings (including a holding, judgment or order by a court of competent jurisdiction) which amendment becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the date of the issuance of the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts series of Securities and (ii) such obligation cannot be avoided by the relevant Company or Issuer through the relevant Guarantor taking of reasonable measures available to itthe Issuer; providedprovided that, howeverin the case of (i) above, that the Notes may not be redeemed to the extent no such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may shall be given earlier sooner than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor Issuer would be obligated obliged to pay such Additional Amounts if were a payment then due in respect of the Notes were then duerelevant Securities.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the option of the Company, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 3 of this Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"RELEVANT DATE") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations regulation or rulings (including a holding, judgment or order by a court of competent jurisdiction"CHANGE IN TAX LAW") which becomes effective on after the Relevant Date, as a result of which the Company is or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the relevant Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Notes may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result that, at the Relevant Date it was known or would have been known had professional advice of a Company assigning its obligations under nationally recognized accounting firm in the Notes United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to a Substitute Company occur after the Relevant Date, (as defined in Section 801 of the Indenture), unless ii) no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Notes were then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as A-7 76 a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Notes with respect to Withholding Tax as described under Section 3 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 3 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) The Companies Securities may, subject to prior confirmation of the FSA (if such confirmation is required under the Applicable Banking Regulations), be redeemed at their or the Parent Guarantor’s optionoption of the Company, redeem the Notes in whole whole, but not in part, upon at any time, on not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus Securities on the date fixed for redemption (together with accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Datedate fixed for redemption and Additional Amounts, if (i) any), if the Company determines prior to giving notice of redemption that, as a result of any change in, or amendment to, the laws, treaties, laws (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident Japan (or any political subdivision or any taxing authority thereof or therein having power to taxof Japan) affecting taxation, or any change in the interpretation, official position regarding the application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment judgment, or order by a court of competent jurisdiction) ), which change, amendment, application or interpretation becomes effective on or after October 26[ ], 2018 (any such change i) the Company is, or amendmenton the next interest payment date would be, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay any Additional Amounts and in respect of Japanese Taxes, or (ii) any interest on the Securities ceases to be treated as being a deductible expense for the purpose of the Company’s corporate tax, and, in each case of (i) or (ii) above, such obligation event cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures reasonably available to itthe Company; providedprovided that, howeverin the case of (i) above, that the Notes may not be redeemed to the extent no such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may shall be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay make such payment of Additional Amounts if a payment in respect of the Notes Securities were then due. Prior to making any notice of redemption of the Securities pursuant to the foregoing, the Company will deliver to the Trustee a certificate signed by a Responsible Officer of the Company stating that the conditions precedent to such redemption have been fulfilled and an opinion of an independent tax counsel or tax consultant of recognized standing reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such 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 Holders of the Securities.

Optional Tax Redemption. (a) The Companies Subject to Section 2.11 of this First Supplemental Indenture, the Company may, at their or the Parent GuarantorCompany’s option, redeem the Notes Additional Tier 1 Securities, in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes Additional Tier 1 Securities then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amountsoutstanding, if any) together with any Accrued Interest to (but excluding) the Redemption Datedate fixed for redemption, if at any time: (i) the Company determines that as a result of any a change in or proposed change in, or amendment or proposed amendment to, the lawslaws or regulations of the United Kingdom, treaties, regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof therein or therein thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in the interpretation, any generally published application or administration interpretation of any such laws, treaties, regulations or rulings (including a holdingdecision of any court or tribunal, judgment or order any change in the generally published application or interpretation of such laws by a court of competent jurisdictionany relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) which becomes (subject to (y)) becomes, or would become, effective on or after October 26the Issue Date, 2018 or (any y) in the case of a change or proposed change in law, if such change is enacted (or, in the case of a proposed change, is expected to be enacted) by United Kingdom Act of Parliament or amendmentimplemented by statutory instrument, on or after the Issue Date (a “Change in Tax LawLaw Change”), the relevant Company or, if a has paid or will or would on the next payment were then due under a Guarantee, the relevant Guarantor, would date be required to pay Additional Amounts and to any Holder of the Additional Tier 1 Securities; and/or (ii) a Tax Law Change would: (A) result in the Company not being entitled to claim a deduction in respect of any payments in respect of the Additional Tier 1 Securities in computing the Company’s taxation liabilities or materially reducing the amount of such obligation candeduction; (B) prevent the Additional Tier 1 Securities from being treated as loan relationships for United Kingdom tax purposes; (C) as a result of the Additional Tier 1 Securities being in issue, result in the Company not be avoided being able to have losses or deductions set against the profits or gains, or profits or gains offset by the relevant Company losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the date of issue of the Additional Tier 1 Securities or any similar system or systems having like effect as may from time to time exist); (D) result in a United Kingdom tax liability, or the relevant Guarantor taking reasonable measures available receipt of income or profit which would be subject to itUnited Kingdom tax, in respect of a write-down of the principal amount of the Additional Tier 1 Securities or the conversion of the Additional Tier 1 Securities into Ordinary Shares; or (E) result in an Additional Tier 1 Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such change (or deemed change) in tax law or regulation or the official application or interpretation thereof, a “Tax Event”); provided, however, in each case that the Notes may Company could not be redeemed to avoid the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 consequences of the Indenture), unless such assignment Tax Event by taking measures reasonably available to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantorit. (b) Prior to the mailing delivery of any such notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will shall deliver to the Trustee an opinion Officer’s Certificate stating that a Tax Event has occurred and is continuing and setting out the details thereof. The Trustee is entitled to conclusively rely on and accept such Officer’s Certificate without any duty whatsoever of independent tax counsel of recognized standing to further inquiry, in which event such Officer’s Certificate shall be conclusive and binding on the effect that Trustee, the relevant Company or Holders and the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax LawBeneficial Owners. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies Company may, at their or the Parent Guarantor’s its option, redeem the Notes in whole all, but not in part, upon not less than thirty (30) all, of the then outstanding Notes, at any time upon giving not less than 15 nor more than sixty (60) 60 days’ prior noticenotice to the Holders of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes then outstanding Notes, plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) thereon to (but excludingnot including) the Redemption Date, redemption date. This redemption applies only if (i) as a result of any amendment to, or change in, the laws or amendment totreaties (including any rulings, the laws, treaties, protocols or regulations or rulings promulgated thereunder) of a Taxing Jurisdiction (or, in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such Notes, of the jurisdiction in which either Company or any Guarantor such successor Person is incorporated, organized or otherwise is a resident for tax resident purposes or any political subdivision or any taxing authority or agency thereof or therein having power therein) or any amendment to tax, or change in any official position concerning the interpretation, administration or application or administration of any such laws, treaties, rulings, protocols or regulations or rulings (including a holding, judgment or order holding by a court of competent jurisdiction) ), which becomes amendment or change is effective on or after October 26the Issue Date (or, 2018 (any in the case of Additional Amounts payable by a successor Person to the Company or a Guarantor of such change or amendmentNotes, a “Change in Tax Law”the date on which such successor Person became such pursuant to applicable provisions of the Indenture), the relevant Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, would be required Guarantor of such Notes has become or will become obligated to pay Additional Amounts in accordance with Section 3.07 of the Indenture on the next date on which any amount would be payable with respect to such Notes and (ii) the Company or such Guarantor determines in good faith that such obligation cannot be avoided (provided changing the jurisdiction of the Company is not a reasonable measure for purposes of Section 3.09 of the Indenture) by the relevant Company or the relevant Guarantor taking use of reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent Company or such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless Guarantor. No such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 60 days prior to the earliest date on which the relevant Company or the relevant a Guarantor of such Notes would be obligated to pay such Additional Amounts if were a payment in respect of such Notes then due or later than 180 days after such amendment or change referred to in the Notes were then duepreceding paragraph. At the time such notice of redemption is given, such obligation to pay such Additional Amounts must remain in effect. Immediately prior to providing any notice of redemption described above, the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company has determined in good faith that the Company is entitled to effect such redemption and that the obligation of the Company or a Guarantor to pay Additional Amounts cannot be avoided by the use of reasonable measures available to the Company or such Guarantor and (ii) an Opinion of Counsel to the effect that the Company or the Guarantor, as applicable, will be required to pay Additional Amounts as a result of an amendment or change referred to in the preceding paragraph of this Section. The Trustee will accept and shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies mayIssuers, at their the Parent or a successor to an Issuer or the Parent Guarantor’s option, may redeem the Notes of a series in whole whole, but not in part, at any time upon giving not less than thirty (30) 15 nor more than sixty (60) 60 days’ prior notice, notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding, the date fixed for redemption (subject to the right of holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Redemption Date, if (i) tax redemption date as a result of the redemption or otherwise, if any, if a Payor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, or the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 of a Relevant Taxing Jurisdiction (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), such Payor is, or on the relevant Company ornext interest payment date in respect of the Notes of such series would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverthe Parent or a successor to an Issuer or the Parent (including, that for the Notes may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent Notes). In the case of redemption due to such obligation to pay Additional Amounts arise solely as a result of a Company assigning its obligations under Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at June 11, 2019, such Change in Tax Law must become effective after June 11, 2019. In the case of redemption due to such obligation to pay Additional Amounts as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after June 11, 2019, such Change in Tax Law must become effective after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a payment in respect of the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. were then due and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Section 2.06the foregoing, the relevant Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the relevant Company Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result of such a Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect . The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Notes were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the option of the Company, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 3 of this Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"RELEVANT DATE") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations regulation or rulings (including a holding, judgment or order by a court of competent jurisdiction"CHANGE IN TAX LAW") which becomes effective on after the Relevant Date, as a result of which the Company is or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the relevant Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Notes may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result that, at the Relevant Date it was known or would have been known had professional advice of a Company assigning its obligations under nationally recognized accounting firm in the Notes United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to a Substitute Company occur after the Relevant Date, (as defined in Section 801 of the Indenture), unless ii) no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Notes were then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 3 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes then outstanding Outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of or any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Original Issue Date (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture)Company, unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.062.07, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of in such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 2.07 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the Issuer’s election, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ on any date prior noticeto the Maturity Date, by the giving of notice as provided herein under ‎Section 3.6 at a redemption price equal to 100% of the outstanding principal amount of the Notes then outstanding plus thereof, together with any Additional Amounts and accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if if, as a result of: (i) as a result of any change in, or amendment to, the laws, treaties, regulations laws or treaties (or any regulation or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction; or (ii) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretationofficial application, application administration or administration interpretation of any such laws, treaties, regulations or rulings (including by virtue of a holding, judgment judgment, or order by a court of competent jurisdictionjurisdiction or a change in published administrative practice) in a Relevant Taxing Jurisdiction, which becomes effective amendment, change, application, administration or interpretation is enacted or promulgated (or in the case of changes described in clause ‎(ii), publicly announced) on or after October 26the date of the Exchange Offer Memorandum and Consent Solicitation Statement (or, 2018 (any in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction on a date after the date of the Exchange Offer Memorandum and Consent Solicitation Statement, such change or amendmentlater date) as a result of which the Issuer, a “Change in Tax Law”)Note Guarantor or Successor, as the case may be, has become or would become obligated to pay any Additional Amounts on the next date on which any amount would be payable with respect to such Notes and the Issuer, the relevant Company orNote Guarantor or the Successor, if a payment were then due under a Guaranteeas the case may be, the relevant Guarantor, would be required to pay Additional Amounts and (ii) determines in good faith that such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking commercially reasonable measures available to it; provided, however, that the Notes may not no such notice of redemption shall be redeemed given earlier than 90 days prior to the extent earliest date on which the relevant entity would be obligated to pay such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent GuarantorAmounts. (b) Notice of any redemption shall be mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. (c) Prior to the mailing giving of any notice of redemption of such Notes pursuant to this Section 2.06‎Section 3.4, the relevant Company or the relevant Guarantor Issuer will deliver to the Trustee an Officers’ Certificate and a written opinion of such Relevant Taxing Jurisdiction counsel independent tax counsel of recognized standing the Issuer and its Affiliates to the effect that the relevant Company Issuer, Note Guarantor, or Successor, as the relevant Guarantor is case may be, has or would be will become obligated to pay such Additional Amounts as a result of such Change in Tax Lawchange, amendment, application, administration or interpretation. (cd) No notice of redemption pursuant On the Redemption Date, interest will cease to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date accrue on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then duethat have been redeemed.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed, at their or the Parent Guarantor’s optionoption of the Issuer, redeem the Notes in as a whole but not in part, at any time, upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice as provided in Section 3.03 hereof (which notice shall also be published or delivered in a manner as required by the applicable rules of any international recognized stock exchange on which the Notes are then listed to Holders of the Notes (which notice will be irrevocable)), at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued interest (if any) to the Redemption Date, and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Redemption Date, Date if the Issuer determines and certifies to the Trustee (as described in clause (i) of the next paragraph) immediately prior to the giving of such notice that as a result of (1) any amendment to, or change in, the laws or amendment to, the laws, treaties, treaties (or any regulations or rulings promulgated thereunder) of a jurisdiction Relevant Jurisdiction (as defined in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxclause (a) of Section 4.05 hereof) affecting taxation, or (2) any amendment to or change in any official position regarding the interpretation, interpretation or application of such laws or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, each of (1) and (2) a “Change in of Tax Law”), the relevant Company orIssuer or a Subsidiary Guarantor (as the case may be) has become or on the next Interest Payment Date would become obligated, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts for reasons outside its control and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor after taking reasonable measures available to itit to avoid such obligation, to pay Additional Amounts in respect of any Note pursuant to the terms and conditions thereof); provided, however, provided that the Notes Issuer or a Subsidiary Guarantor (as the case may be) shall not be redeemed required to change the extent jurisdiction of its organization to avoid any such Additional Amounts arise solely as a result obligation. The Change of a Company assigning its obligations under Tax Law must become effective on or after the Notes to a Substitute Company (as defined in Section 801 date of the IndentureOffering Circular (or, if the applicable Relevant Jurisdiction became a Relevant Jurisdiction on a date after the date of the Offering Circular, such later date). Notwithstanding the foregoing, unless no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would may be obligated to pay such Additional Amounts as a result of such Change in Tax Law.given: (ci) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 60 days prior to the earliest date on which the relevant Company Issuer or a Subsidiary Guarantor (as the relevant Guarantor case may be) would but for such redemption be obligated to pay such Additional Amounts if Amounts; and (ii) unless at the time such notice is given, the Issuer’s or a payment Subsidiary Guarantor’s (as the case may be) obligation to pay such Additional Amounts, remains in respect effect. (b) Prior to the publication and mailing of any notice of redemption of the Notes were then duepursuant to the foregoing, the Issuer will deliver to the Trustee: (i) an Officer’s Certificate stating that such change, amendment, application or interpretation has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Issuer or such Subsidiary Guarantor (as the case may be), taking reasonable measures available to it; and (ii) an Opinion of Counsel or tax consultant, in either case, of recognized standing with respect to tax matters of the Relevant Jurisdiction, stating that the requirement to pay such Additional Amounts results from such a change, amendment, application or interpretation. (c) The Trustee shall accept such Officer’s Certificate and Opinion of Counsel or opinion of such tax consultant as conclusive evidence of the satisfaction of the conditions precedent described in Section 3.08(b) hereof, and shall not be obligated to verify the accuracy or content thereof, in which event it shall be conclusive and binding on the Holders. (d) Any Notes that are redeemed pursuant to this Section 3.08 will be cancelled.

Optional Tax Redemption. (a) The Companies maynew notes may be redeemed at the Company’s election, at their or the Parent Guarantor’s optionas a whole, redeem the Notes in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior noticeby the giving of notice as provided in the indenture, at a redemption price equal to 100% the outstanding principal amount thereof, together with any Additional Amounts then due and that will become due on the Redemption Date as a result of the principal amount of the Notes then outstanding plus redemption or otherwise and accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i1) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either Company laws (or any Guarantor is incorporatedregulations promulgated thereunder) of the relevant Tax Jurisdiction, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretationofficial application, application administration or administration interpretation of such laws or regulations in the relevant Tax Jurisdiction, the Company has or will become obligated to pay on the next interest payment date any Additional Amounts on the new notes in excess of the Additional Amounts the Company would be obligated to pay if payments made on the new notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”), (2) such laws, treaties, regulations change or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective amendment is announced on or after October 26, 2018 the Issue Date (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guaranteelater, the date a jurisdiction becomes a relevant GuarantorTax Jurisdiction), (3) if there has been a further issuance, such obligation would be required have arisen absent a further issuance of the new notes pursuant to pay Additional Amounts the indenture, and (ii4) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to itit (including, without limitation, changing the jurisdiction from or through which payments are made); provided, however, that the Notes may not be redeemed to the extent no such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may shall be given earlier than ninety (90) 60 days prior to the earliest date on which the Company (or any relevant subsidiary guarantor, as applicable) would be obliged to pay such Excess Additional Amounts. Prior to the giving of any notice of redemption of the new notes pursuant to the foregoing, the Company or will deliver to the trustee (1) an officers’ certificate stating that the conditions precedent to the right of the Company to so redeem have occurred and that the obligation to pay Excess Additional Amounts cannot be avoided by the Company by taking reasonable measures available to it, and (2) a written opinion of independent legal counsel of recognized standing in the relevant Guarantor would be Tax Jurisdiction to the effect that the Company has become obligated to pay Excess Additional Amounts if as a payment in respect result of the Notes were then duea change or amendment described above.

Optional Tax Redemption. (a) The Companies mayNotes will be subject to redemption at the option of the Company or a successor corporation at any time, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, in or amendment to, to the laws, treaties, laws or any regulations or rulings ruling promulgated thereunder of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident (x) Bermuda or any political subdivision or any governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 jurisdiction (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”)the Issue Date, the relevant Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Notes (as described under Section 3.09 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, however, that the Notes may will be subject to redemption at the option of the Company at any time, in whole but not be redeemed in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the extent such Additional Amounts arise solely principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of the Company or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as an entirety is required, as a result consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice Law occurring after the date of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Notes were then dueany tax, assessment or governmental charge imposed on any Holder of Notes.

Optional Tax Redemption. (a) The Companies may, at their or the Parent Guarantor’s option, Issuer is entitled to redeem the Notes in at its option, at any time, as a whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice as provided in the Indenture (which notice shall also be published or delivered in a manner as required by the applicable rules of any internationally recognized stock exchange on which the Notes are then listed to the noteholders (which notice will be irrevocable)), at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the principal amount being redeemed (relevant Record Date to receive interest due on the relevant Interest Payment Date), and all Additional Amounts, if any, then due and which will become due on the redemption date if the Issuer determines and certifies to the Trustee (as described in clause (a) of the next paragraph) immediately prior to (but excluding) the Redemption Date, if (i) giving of such notice that as a result of any change in, or amendment toChange of Tax Law, the lawsIssuer or a Subsidiary Guarantor (as the case may be) has become or on the next interest payment date would become obligated, treaties, regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or for reasons outside its control and after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to itit to avoid such obligation, to pay Additional Amounts in respect of any note pursuant to the terms and conditions thereof; provided, however, provided that the Notes Issuer or a Subsidiary Guarantor (as the case may be) shall not be redeemed required to change the extent jurisdiction of its organization to avoid any such Additional Amounts arise solely as obligation. The Change of Tax Law must become effective on or after the date of this Indenture (or, if the applicable Relevant Jurisdiction became a result Relevant Jurisdiction on a date after the date of a Company assigning its obligations under this Indenture, such later date). Notwithstanding the Notes to a Substitute Company (as defined in Section 801 of the Indenture)foregoing, unless no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would may be obligated to pay such Additional Amounts as a result of such Change in Tax Law.given: (ca) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 60 days prior to the earliest date on which the relevant Company Issuer or a Subsidiary Guarantor (as the relevant Guarantor case may be) would but for such redemption be obligated to pay such Additional Amounts if Amounts; and (b) unless at the time such notice is given, the Issuer’s or a payment Subsidiary Guarantor’s (as the case may be) obligation to pay such Additional Amounts, remains in respect effect. Prior to the publication and mailing of any notice of redemption of the Notes were then duepursuant to the foregoing, the Issuer will deliver to the Trustee: (a) an Officer’s Certificate stating that such change, amendment, application or interpretation has occurred, describing the facts related thereto and stating that such requirement cannot be avoided by the Issuer or a Subsidiary Guarantor (as the case may be), taking reasonable measures available to it; and (b) an Opinion of tax counsel, of recognized standing with respect to tax matters of the Relevant Jurisdiction, stating that the requirement to pay such Additional Amounts results from such a change, amendment, application or interpretation. The Trustee shall accept such certificate and opinion as conclusive evidence of the satisfaction of the conditions precedent described above, and shall not be obligated to verify the accuracy or content thereof, in which event it shall be conclusive and binding on the Holders. Any Notes that are redeemed pursuant to this provision will be cancelled.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes in whole whole, but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies may, at their or the Parent Guarantor’s option, Issuer may redeem the Notes Notes, in whole but not in part, at its discretion at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest on interest, if any, to the principal amount being redeemed date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts, Amounts (if any) to (but excluding) then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment 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 Notes, the Issuer or any Guarantor is or would be required to pay Additional Amounts, and the Issuer or such Guarantor cannot avoid any such payment obligation by taking reasonable measures available to it, and the requirement arises as a result of: (1) any change in, repeal of or amendment to, the lawslaws (or any regulations, treaties, regulations or rulings promulgated thereunder) of a jurisdiction in the applicable Relevant Tax Jurisdiction that is first announced after the Issue Date affecting taxation which either Company change, repeal or amendment becomes effective on or after the Issue Date; or (2) any Guarantor is incorporatedchange in, organized repeal of or otherwise tax resident amendment to, the existing official position or any political subdivision the introduction of an official position regarding the application, administration or any authority thereof or therein having power to tax, or in the interpretation, application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdictionjurisdiction or a change in published practice) that is first announced after the Issue Date, which change, repeal, amendment, application, administration or interpretation becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent GuarantorIssue Date. (b) Prior to the mailing of The Issuer will not give any such notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 60 days prior to the earliest date on which the relevant Company or the relevant Guarantor Issuer would be obligated to pay Additional Amounts make such payment if a payment in respect of the Notes were then due, and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to giving any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an opinion of an independent tax expert, such tax expert being an internationally recognized law or accounting firm, to the effect that there has been such change, amendment or other event which would entitle the Issuer to redeem the Notes hereunder. In addition, before the Issuer gives notice of redemption of the Notes as described above, it will deliver to the Trustee an Officers’ Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Issuer taking reasonable measures available to it. The Trustee shall accept such Officers’ Certificate and opinion of the tax expert as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders. (c) Any redemption pursuant to this Section 3.08 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06.

Optional Tax Redemption. (a) The Companies maySecurities shall be subject to redemption at the option of the Company or a successor corporation at any time, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof, plus accrued and 119 unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, in or amendment to, to the laws, treaties, laws or any regulations or rulings ruling promulgated thereunder of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident (x) Bermuda or any political subdivision or any governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Securities is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 jurisdiction (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”)____________, the relevant Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Securities (as described under Section 7 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, howeverthe Securities shall be subject to redemption at the option of the Company at any time, that the Notes may in whole but not be redeemed in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the extent such Additional Amounts arise solely principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of the Company or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as an entirety is required, as a result consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice Law occurring after the date of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Notes were then dueany tax, assessment or governmental charge imposed on any Holder of Securities.

Optional Tax Redemption. If any taxes, assessments or other governmental charges are imposed by any jurisdiction where the Company, a Subsidiary Guarantor or a successor of either (aa “Payor”) The Companies mayis organized or otherwise considered by a taxing authority to be a resident for tax purposes, at their any jurisdiction from or through which the Parent Guarantor’s optionPayor makes a payment on the Securities, redeem or, in each case, any political organization or governmental authority thereof or therein having the Notes power to tax (the “Relevant Tax Jurisdiction”) in whole but not respect of any payments under the Securities, the Payor will pay to each Holder of a Security, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary in part, upon order that the net amounts paid to such Holder will be not less than thirty the amount specified in such Security to which such Holder is entitled; provided, however, the Payor will not be required to make any payment of Additional Amounts for or on account of: (301) nor any tax, assessment or other governmental charge which would not have been imposed but for (A) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction other than solely by the holding of Securities or by the receipt of principal or interest in respect of the Securities (including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein) or (B) the presentation of a Security (where presentation is required) for payment on a date more than sixty 30 days after (60x) days’ prior noticethe date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for and notice of the availability of the funds has been given, at whichever occurs later (in either case (x) or (y), except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented during such 30-day period); (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a redemption price equal reasonable and timely request of the Payor addressed to 100% the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal amount of, or any premium or interest (including Additional Interest) on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Payor will provide the Trustee with the official acknowledgment of the Notes then outstanding plus accrued Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agent, as applicable, upon request therefor. The Company and unpaid the Subsidiary Guarantors will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the receipt of any payments with respect to the Securities, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United States of America or Canada or any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities or any other such document or instrument following the occurrence of any Event of Default with respect to the Securities. All references in the Indenture to principal of, premium, if any, and interest on the principal amount being redeemed (Securities will include any Additional Interest and all any Additional AmountsAmounts payable by the Payor in respect of such principal, such premium, if any) , and such interest. The Payor will be entitled to (redeem all, but excluding) not less than all, of the Redemption Date, Securities if (i) as a result of any change in, in or amendment to, to the laws, treaties, regulations or rulings of a jurisdiction in which either Company any Relevant Tax Jurisdiction or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), ) the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, Payor is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to the Securities as described under Section 5.9(a) of the Indenture and (ii) the Payor delivers to the Trustee an Officers’ Certificate stating that the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, the Payor and that the Notes may not be redeemed Payor is entitled to redeem the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption Securities pursuant to this Section 2.06their terms. The Change in Tax Law must become effective on or after the Issue Date. Further, the relevant Company or the relevant Guarantor will Payor must deliver to the Trustee at least 30 days before the redemption date an opinion of independent tax counsel of recognized standing to the effect that the relevant Company Payor has or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No . The Payor must also provide the Holders with notice of the intended redemption pursuant to this Section 2.06 may be given earlier at least 30 days and no more than ninety 60 days before the redemption date and shall comply with all provisions of Article V of the Indenture. The redemption price will equal the principal amount of the Securities plus accrued and unpaid interest thereon (90) days prior including Additional Interest), if any to the earliest date on redemption date, premium, if any, and Additional Amounts, if any, then due and which the relevant Company or the relevant Guarantor otherwise would be obligated to pay Additional Amounts if a payment in respect of the Notes were then duepayable.

Optional Tax Redemption. (a) The Companies maySecurities of any series may be redeemed at the option of the Guarantor, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice given as provided herein, at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on thereof (except for Securities issued at a price representing a discount from the principal amount being payable at maturity which may be redeemed (and all Additional Amountsat the redemption price set forth in such Securities) plus accrued interest to the date fixed for redemption if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of any jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident for tax purposes, or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, the laws, treaties, regulations any treaty or rulings of a treaties affecting taxation to which such jurisdiction in which either Company (or any Guarantor is incorporated, organized or otherwise tax resident or any such political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings taxing authority) is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), which becomes effective on or after the relevant Company or, if a payment were then due under a Guaranteeoriginal issue date of such Securities, the relevant Guarantor, Guarantor is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts additional amounts with respect to the Securities as described under Section 1306, and (ii) the payment of such obligation additional amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, that the Notes Guarantor. The Securities of any series may not also be redeemed at the option of the Guarantor, in whole but not in part, upon not less than 30 days nor more than 60 days’ notice given as provided herein at a redemption price equal to the extent principal amount thereof (except for Securities issued at a price representing a discount from the principal amount payable at maturity which may be redeemed at the redemption price set forth in such Additional Amounts arise solely Securities) plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Guarantor or into which the Guarantor is merged or to which the Guarantor conveys, transfers or leases its properties and assets substantially as an entirety is required, as a result consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice Law occurring after the date of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment additional amounts (as described in Section 1306) in respect of any tax, assessment or governmental charge imposed on any Holder. The Guarantor will also pay, or make available for payment, to Holders on the Notes were then dueredemption date any additional amounts (as described in Section 1306) resulting from the payment of such redemption price.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the option of the Company, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 2 of this Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"Relevant Date") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction"Change in Tax Law") which becomes effective on after the Relevant Date, as a result of which the Company is or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 2 hereof with respect to withholding taxes imposed by the relevant Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "Withholding Tax") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the B-6 205 Relevant Date, provided, however, that the Notes may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result that, at the Relevant Date it was known or would have been known had professional advice of a Company assigning its obligations under nationally recognized accounting firm in the Notes United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to a Substitute Company occur after the Relevant Date, (as defined in Section 801 of the Indenture), unless ii) no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Notes were then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. (b) The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "Subsequent Consolidation") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Notes with respect to Withholding Tax as described under Section 2 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 2 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) The Companies mayEach tranche of Notes will be subject to redemption at the option of the Company or a successor corporation at any time, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior ' notice, at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof, plus accrued and unpaid interest on thereon to the principal amount being redeemed (and all Additional Amountsredemption date if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, in or amendment to, to the laws, treaties, laws or any regulations or rulings ruling promulgated thereunder of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident (x) Bermuda or any political subdivision or any governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, or any change in the interpretation, official application or administration interpretation of any such laws, treaties, regulations or rulings 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 jurisdiction (including or such political subdivision or taxing authority) is a holdingparty (a "Change in Tax Law"), judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”)the date of the Offering Memorandum, the relevant Company or, if or a payment were then due under a Guarantee, the relevant Guarantor, successor corporation is or would be required on the next succeeding interest payment date to pay Additional Amounts with respect to such tranche of Notes (as described under Section 3.09 hereof), and (ii) the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; providedthe Company or a successor corporation. In addition, howevereach tranche of Notes will be subject to redemption at the option of the Company at any time, that the Notes may in whole but not be redeemed in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the extent such Additional Amounts arise solely principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if the Person formed by a consolidation or amalgamation of the Company or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as an entirety is required, as a result consequence of such consolidation, amalgamation, merger, conveyance, transfer or lease and as a consequence of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice Law occurring after the date of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company such consolidation, amalgamation, merger, conveyance, transfer or the relevant Guarantor would be obligated lease, to pay Additional Amounts if a payment in respect of the Notes were then dueany tax, assessment or governmental charge imposed on any Holder of such tranche of Notes.

Optional Tax Redemption. (a) The Companies may, at their or the Parent Guarantor’s option, Issuer may redeem the Notes Notes, in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at its discretion at any time at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest to the date fixed by the Issuer for redemption if (1) on the principal next date on which any amount being redeemed (and all Additional Amountswould be payable in respect of the Notes, if any) to (but excluding) the Redemption Date, if Issuer or any Subsidiary Guarantor is or would be required (i) to pay Additional Amounts with respect to the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) in excess of the Additional Amounts that it would pay if payments in respect of the Notes (or in the case of the Subsidiary Guarantors, the Note Guarantees) were subject to deduction or withholding at a rate of 4.99% generally (excluding any value-added taxes) determined without regard to any interest, fees, penalties or other additions to tax, or (ii) to make a payment to indemnify a Holder of Notes in respect of Peruvian value-added taxes, as a result of any change in, expiration of or amendment to, the law of the relevant Tax Jurisdiction or any regulations or rulings promulgated thereunder, or any change in the official interpretation or official application of such laws, treaties, regulations or rulings of a jurisdiction in which either Company rulings, or any Guarantor is incorporatedchange in the official application or interpretation of, organized or otherwise tax resident or any political subdivision execution of or amendment to, any authority thereof treaty or therein having power treaties affecting taxation to taxwhich the relevant Tax Jurisdiction is a party, which change, expiration, amendment or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which treaty becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the later of the date of the Indenture and the date the relevant Company or, if jurisdiction became a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts Tax Jurisdiction and (ii2) such obligation requirement cannot be avoided by the relevant Company or the relevant Guarantor Issuer taking reasonable measures; provided that for this purpose reasonable measures available to it; providedshall not include any change in the Issuer’s jurisdiction of organization or location of its principal executive office. For the avoidance of doubt, however, that reasonable measures may include a change in the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result jurisdiction of a Company assigning its obligations under Paying Agent; provided that such change shall not require the Notes Issuer to a Substitute Company (as defined in Section 801 of the Indenture), unless incur material additional costs or legal or regulatory burdens. The Issuer shall not give any such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 60 days prior to the earliest date on which the relevant Company Issuer or the relevant any Subsidiary Guarantor would be obligated to pay Additional Amounts make such payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer shall deliver the Trustee an Opinion of Counsel to the effect that there has been such change, expiration, amendment or treaty which would entitle the Issuer to redeem the Notes hereunder.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the option of the Issuers, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest on the principal amount being redeemed (and all Additional AmountsLiquidated Damages, if any, to the date fixed for redemption if after the date on which Section 3 of this Note becomes applicable (the "RELEVANT DATE") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations regulation or rulings (including a holding, judgment or order by a court of competent jurisdiction"CHANGE IN TAX LAW") which becomes effective on after the Relevant Date, as a result of which NTL Incorporated or after October 26, 2018 (any such change NTL Communications is or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the relevant Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Notes may that: (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result that, at the Relevant Date it was known or would have been known had professional advice of a Company assigning its obligations under nationally recognized accounting firm in the Notes United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to a Substitute Company (as defined in Section 801 of occur after the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor.Relevant Date; (bii) Prior to the mailing of any no such notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company NTL Incorporated or the relevant Guarantor NTL Communications would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Notes were then due; (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect; and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to NTL Incorporated or NTL Communications. The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of NTL Incorporated or NTL Communications or the Person into which NTL Incorporated or NTL Communications is merged after the Relevant Date or to which NTL Incorporated or NTL Communications conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Notes with respect to Withholding Tax as described under Section 3 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. NTL Incorporated or NTL Communications will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 3 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) The Companies mayOn and at any time after July 19, at their or the Parent Guarantor’s option2021, redeem the Notes may be redeemed, in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ at the Issuer’s election with the prior noticeapproval of the SEFC, or any other then-applicable Argentine Governmental Authority, as required, by the giving of notice as provided in the Indenture, at a redemption price equal to 100% of the outstanding principal amount of the Notes then outstanding thereof, plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amountsthereon to, if any) to (but excluding) , the Redemption Date, if together with any Additional Amounts (i) subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if, as a result of any change in, or amendment to, the laws, treaties, laws (or any regulations or rulings promulgated thereunder) or treaties of a jurisdiction in which either Company Relevant Jurisdiction, or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretationofficial application, application administration or administration interpretation of any such laws, treatiesregulations, regulations rulings or rulings (including treaties in a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”)Relevant Jurisdiction, the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required Issuer has or will become obligated to pay Additional Amounts on the Notes, if such change or amendment is announced on or after the Closing Date (or in the case of a Relevant Tax imposed by a jurisdiction that first becomes a Relevant Jurisdiction on a date after the Closing Date, after such date) and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor Issuer taking reasonable measures available to itit (it being understood that changing the jurisdiction of the Paying Agent shall be a reasonable measure but changing the jurisdiction of the Issuer shall not be a reasonable measure); provided, however, that the Notes may not be redeemed to the extent no such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may shall be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor Issuer would be obligated to pay such Additional Amounts if Amounts, were a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the option of the Company, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior 60 days notice, at any time at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest to the date fixed for redemption if after the date on which Section 3 of this Note becomes applicable (the principal amount being redeemed (and all Additional Amounts, if any"Relevant Date") to (but excluding) the Redemption Date, if (i) as a result of there has occurred any change in, in or amendment toto the laws (or any regulations or official rulings promulgated thereunder) of the United Kingdom, the lawsNetherlands, treatiesthe Netherlands Antilles, regulations Bermuda or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the Cayman Islands (or any political subdivision or any taxing authority thereof or therein having power to taxtherein), or any change in or amendment to the interpretation, official application or administration interpretation of any such laws, treaties, regulations regulation or rulings (including a holding, judgment or order by a court of competent jurisdiction"Change in Tax Law") which becomes effective on after the Relevant Date, as a result of which the Company is or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be so required on the next succeeding Interest Payment Date to pay Additional Amounts and (ii) such obligation cannot be avoided with respect to the Notes as described under Section 3 hereof with respect to withholding taxes imposed by the relevant Company United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the relevant Guarantor taking reasonable measures available to it; Cayman Islands (or any political subdivision or taxing authority thereof or therein) (a "Withholding Tax") and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on the Relevant Date, provided, however, that the Notes may (i) this paragraph shall not be redeemed apply to the extent such Additional Amounts arise solely as a result that, at the Relevant Date it was known or would have been known had professional advice of a Company assigning its obligations under nationally recognized accounting firm in the Notes United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to a Substitute Company occur after the Relevant Date, (as defined in Section 801 of the Indenture), unless ii) no such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated obliged to pay such Additional Amounts if were a payment in respect of the Notes were then due, (iii) at the time such notice of redemption is given, such obligation to pay such Additional Amount remains in effect and (iv) the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company. The Notes may also be redeemed, in whole but not in part, at any time at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption if the Person formed after the Relevant Date by a consolidation, amalgamation, reorganization or reconstruction (or other similar arrangement) of the Company or the Person into which the A-8 191 Company is merged after the Relevant Date or to which the Company conveys, transfers or leases its properties and assets after the Relevant Date substantially as an entirety (collectively, a "Subsequent Consolidation") is required, as a consequence of such Subsequent Consolidation and as a consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of such Subsequent Consolidation to pay Additional Amounts with respect to Notes with respect to Withholding Tax as described under Section 3 hereof and such Withholding Tax is imposed at a rate that exceeds the rate (if any) at which Withholding Tax was or would have been imposed on the date of such Subsequent Consolidation, provided, however, that this paragraph shall not apply to the extent that, at the date of such Subsequent Consolidation it was known or would have been known had professional advice of a nationally recognized accounting firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after such date. The Company will also pay, or make available for payment, to Holders on the Redemption Date any Additional Amounts (as described, but subject to the exceptions referred to, in Section 3 hereof) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) The Companies maySubject always to Section 11.11 below, at their or the Parent Guarantor’s option, Company will have the option to redeem the Notes in relevant series of Subordinated Debt Securities, as a whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior noticehaving given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount of the Notes Subordinated Debt Securities then outstanding plus outstanding, together with any accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Datedate fixed for redemption, if at any time: (i) the Company determines that as a result of any a change in, or amendment to, the lawslaws or regulations of the United Kingdom, treaties, regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof therein or therein thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in the interpretation, any generally published application or administration interpretation of any such laws, treaties, regulations or rulings (including a holdingdecision of any court or tribunal, judgment or order any change in the generally published application or interpretation of such laws by a court of competent jurisdictionany relevant tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) which (subject to (y)) becomes effective on or after October 26the Issue Date, 2018 or (any such y) in the case of a change in law, is enacted by United Kingdom Act of Parliament or amendmentimplemented by statutory instrument, on or after the Issue Date (a “Change in Tax LawLaw Change”), the relevant Company or, if a has paid or will or would on the next payment were then due under a Guarantee, the relevant Guarantor, would date be required to pay Additional Amounts and to any Holder of the Subordinated Debt Securities; and/or (ii) a Tax Law Change would: (A) result in the Company not being entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or materially reducing the amount of such obligation candeduction; (B) prevent the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes; (C) as a result of the Subordinated Debt Securities being in issue, result in the Company not be avoided being able to have losses or deductions set against the profits or gains, or profits or gains offset by the relevant Company losses or deductions, of companies with which it is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the date of issue of the Subordinated Debt Securities or any similar system or systems having like effect as may from time to time exist); (D) result in a United Kingdom tax liability, or the relevant Guarantor taking reasonable measures available receipt of income or profit which would be subject to itUnited Kingdom tax, in respect of a write-down of the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or other obligations of the Company; or (E) result in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes, (each such Tax Law Change, a “Tax Event”); provided, however, in each case that the Notes may Company could not be redeemed to avoid the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 consequences of the Indenture), unless such assignment Tax Event by taking measures reasonably available to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantorit. (b) Prior to the mailing delivery of any such notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will shall deliver to the Trustee an (i) a written legal opinion of independent tax United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company or on the relevant Guarantor Issue Date. The Trustee is or would entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry, in which event such opinion and Officer’s Certificate shall be obligated to pay such Additional Amounts as a result of such Change in Tax Lawconclusive and binding on the Trustee, the Holders and the Beneficial Owners. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed at the option o the Company, at their or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice given as provided in the Indenture, at any time at a redemption price Redemption Price equal to 100% of the principal amount of the Notes then outstanding thereof plus accrued and unpaid interest on to the principal amount being redeemed (and all Additional Amountsdate fixed for redemption if, if any) to (but excluding) the Redemption Date, if (i) as a result of any change inin or amendment to the laws or any regulations or ruling promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Company is resident for tax purposes or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, the laws, treaties, regulations any treaty or rulings of a treaties affecting taxation to which such jurisdiction in which either Company (or any Guarantor is incorporated, organized or otherwise tax resident or any such political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any such laws, treaties, regulations or rulings tax authority) is a party (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), which becomes effective on or after the relevant Company or, if a payment were then due under a Guaranteedate of the Indenture, the relevant Guarantor, Company is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Notes as provided by Section 10.1 of the Indenture and (ii) the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; provided, however, that the Company. The Notes may not also be redeemed at the option of the Company, in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided in the Indenture at any time at a Redemption Price equal to the extent such Additional Amounts arise solely principal amount thereof plus accrued interest to the date fixed for redemption if the Person formed by a consolidation or amalgamation of the Company or into which the Company is merged or to which the Company conveys, transfers or leases its properties and assets substantially as a result an entirety, or that succeeds to all of a Company assigning its the Company’s rights and obligations under the Notes to a Substitute Company (as defined in Section 801 of and the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption Indenture pursuant to this Section 2.06any scheme of arrangement or other transaction, the relevant Company is required, as a consequence of such consolidation, amalgamation, merger, conveyance, transfer, lease, scheme of arrangement or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor other transaction, is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to required on the earliest date on which the relevant Company or the relevant Guarantor would be obligated next succeeding Interest Payment Date to pay Additional Amounts if a payment (as provided by Section 10.1 of the Indenture) in respect of any tax, assessment or governmental charge imposed on any holder. The Company will also pay, or make available for payment, to holders on the Notes were then dueredemption date any Additional Amounts (as provided by Section 10.1 of the Indenture) resulting from the payment of such Redemption Price.

Optional Tax Redemption. (a) The Companies mayThis Note may also be redeemed, at their or the Parent Guarantor’s option, redeem the Notes in as a whole but not in part, at the election of the Issuer, upon not less than thirty (30) 30 nor more than sixty (60) days’ prior notice60 days notice delivered to each Holder of Notes in accordance with the procedures set forth in the Indenture, at a redemption price the Redemption Price equal to 100% of the their principal amount of the Notes then outstanding amount, plus interest accrued and unpaid interest on to the principal amount being redeemed redemption date, if any (and all Additional Amountsincluding Special Interest, if any) to (but excluding) the Redemption Date), if (i) if, as a result of any amendment to, or change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either Company laws (or any Guarantor is incorporatedrules or regulations thereunder) of Luxembourg, organized The Netherlands or otherwise tax resident Poland or any political subdivision or any taxing authority thereof or therein having power (or, in the case of Additional Amounts payable by a successor Person to taxthe Issuer or the Guarantor, of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein), or any amendment to or change in the interpretation, any official interpretation or application of such laws or administration of any such laws, treaties, rules or regulations or rulings any execution of or amendment to any treaty affecting taxation to which Luxembourg, The Netherlands or Poland (including or any political subdivision or taxing authority thereof or therein; or any other relevant jurisdiction or political subdivision or taxing authority) is a holdingparty, judgment which amendment or order by a court of competent jurisdiction) which becomes change or execution is effective on or after October 26the date of the Indenture (or, 2018 (any in the case of Additional Amounts payable by a successor Person to the Issuer or the Guarantor, the date on which such change or amendment, a “Change in Tax Law”successor Person became such pursuant to applicable provisions of the Indenture), either the relevant Company or, if a payment were then due under a Guarantee, Issuer with respect to the relevant Guarantor, would be required Notes or the Guarantor with respect to the Parent Guarantee or the Notes has become or will become obligated to pay Additional Amounts (as described above in Paragraph 3), or the Guarantor has become or will become obligated to pay similar Additional Amounts with respect to the Intercompany Receivables, on the next date on which any amount would be payable with respect to the Notes or the Intercompany Receivables, as the case may be, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking use of reasonable measures available to itthe Issuer or the Guarantor as the case may be; provided, however, that the Notes (1) no such notice of redemption may not be redeemed given earlier than 90 days prior to the extent earliest date on which the Issuer or the Guarantor, as the case may be, would be obligated to pay such Additional Amounts arise solely as were a result payment in respect of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by or the Parent Guarantor. Guarantee then due, and (b2) Prior at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Immediately prior to the mailing of any notice of redemption pursuant to this Section 2.06paragraph, the relevant Company or the relevant Guarantor will Issuer shall deliver to the Trustee an opinion a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of independent tax counsel of recognized standing facts showing that the conditions precedent to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect right of the Notes were then dueIssuer so to redeem have occurred.

Optional Tax Redemption. (a) The Companies mayIssuers, at their the Parent or a successor to an Issuer or the Parent Guarantor’s option, may redeem the Notes of a series in whole whole, but not in part, at any time upon giving not less than thirty (30) 15 nor more than sixty (60) 60 days’ prior notice, notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding, the date fixed for redemption (subject to the right of holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Redemption Date, if (i) tax redemption date as a result of the redemption or otherwise, if any, if a Payor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, or the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 of a Relevant Taxing Jurisdiction (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), such Payor is, or on the relevant Company ornext interest payment date in respect of the Notes of such series would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverthe Parent or a successor to an Issuer or the Parent (including, that for the Notes may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent Notes). In the case of redemption due to such obligation to pay Additional Amounts arise solely as a result of a Company assigning its obligations under Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at May 4, 2021, such Change in Tax Law must become effective after May 4, 2021. In the case of redemption due to such obligation to pay Additional Amounts as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after May 4, 2021, such Change in Tax Law must become effective after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a payment in respect of the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. were then due and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Section 2.06the foregoing, the relevant Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the relevant Company Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result of such a Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect . The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Notes were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies Company may, at their the Company’s or the Parent Guarantor’s option, redeem the Notes in whole but not in part, upon not less than thirty ten (3010) nor more than sixty (60) days’ prior noticenotice to Holders, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) to (but excluding) the Redemption Date, if (i) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of a jurisdiction in which either the Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxtax (each, a “Relevant Taxing Jurisdiction”), or in the interpretation, application or administration of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 the Date of the Prospectus Supplement (any such change or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a the Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing delivery of any notice of redemption to Holders pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee Trustee, in accordance with Indenture Section 1102, notice of such tax redemption accompanied by an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.

Optional Tax Redemption. (a) The Companies mayNotes will be redeemable, at their or the Parent Guarantor’s optionoption of Seven Seas, redeem the Notes in whole whole, but not in part, upon giving not less than thirty (30) 30 nor more than sixty 60 days' notice to the Holders (60) days’ prior noticewhich notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof, premium, if any, plus accrued and unpaid interest on the principal amount being redeemed (interest, Liquidated Damages and all Additional Amounts, if any) , to (but excluding) the Redemption Datedate fixed for redemption, if (i) as a result of any change in, in or amendment to, to the laws, treaties, regulations or rulings of a Canada, the Cayman Islands, Colombia or any other jurisdiction in with which either Company Seven Seas or any Guarantor is incorporated, organized has any connection (including any jurisdiction from or otherwise tax resident through which payments under the Notes or the Subsidiary Guarantees are made) or any political subdivision or any authority therein or thereof or therein having power to tax, (or of any political subdivision or taxing authority thereof or therein) or any change in official position regarding the interpretation, application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which that is proposed and becomes effective on or after October 26the date of this Indenture, 2018 (in making any such change payment due or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then to become due under a Guaranteethe Notes or this Indenture, the relevant Guarantor, Seven Seas is or would be required on the next succeeding interest payment date to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor Seven Seas taking reasonable measures available to it; provided, however, that it (which shall not include the Notes may not be redeemed to the extent such Additional Amounts arise solely substitution of another Person as a result of a Company assigning its obligations obligor under the Notes to a Substitute Company (as defined in Section 801 of the IndentureNotes), unless . No such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver shall be given earlier than 90 days prior to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or earliest date on which Seven Seas would be obligated to pay such Additional Amounts as if a result payment in respect of such Change in Tax Law. (c) No Notes were then due. Prior to the publication or mailing of any notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior of the Notes as described above, Seven Seas must deliver to the earliest date on which Trustee an Officers' Certificate to the relevant Company or the relevant Guarantor effect that Seven Seas' obligation to pay Additional Amounts cannot be avoided by Seven Seas taking reasonable measures available to it. Seven Seas will also deliver an opinion of an independent legal counsel of recognized standing stating that Seven Seas would be obligated to pay Additional Amounts if a payment due to the changes in respect laws, treaties, regulations or rulings. The Trustee will accept such certificate and opinion as sufficient evidence of the Notes were then duesatisfaction of the conditions precedent set forth in clauses (i) and (ii) above, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies mayIssuers, at their the Parent or a successor to an Issuer or the Parent Guarantor’s option, may redeem the Notes of a series in whole whole, but not in part, at any time upon giving not less than thirty (30) 15 nor more than sixty (60) 60 days’ prior notice, notice to the Holders (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to, but excluding, the date fixed for redemption (subject to the right of holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Redemption Date, if (i) tax redemption date as a result of the redemption or otherwise, if any, if a Payor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, or the interpretationintroduction of, application an official position regarding the application, administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 of a Relevant Taxing Jurisdiction (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), such Payor is, or on the relevant Company ornext interest payment date in respect of the Notes of such series would be, if a payment were then due under a Guarantee, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverthe Parent or a successor to an Issuer or the Parent (including, that for the Notes may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent Notes). In the case of redemption due to such obligation to pay Additional Amounts arise solely as a result of a Company assigning its obligations under Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at November 15, 2021, such Change in Tax Law must become effective after November 15, 2021. In the case of redemption due to such obligation to pay Additional Amounts as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after November 15, 2021, such Change in Tax Law must become effective after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the prior Relevant Taxing Jurisdiction. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Payor would be obliged to make such payment of Additional Amounts if a payment in respect of the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. were then due and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Section 2.06the foregoing, the relevant Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the relevant Company Payor has been or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result of such a Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect . The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Notes were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies mayNotes may be redeemed, at their or the Parent Guarantor’s optionoption of the Company, redeem the Notes in whole but not in part, at any time, upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice (in accordance with the procedures set forth in Section 12.1(b) of the Indenture) to each Holder of the Notes (which notice will be irrevocable), at a redemption price equal to 100% of the aggregate principal amount of the Notes then outstanding thereof, plus accrued and unpaid interest on thereon, if any, to the principal amount being redeemed (redemption date, premium, if any, and all Additional Amounts, if any) to (but excluding) the Redemption Date, which otherwise would be payable, if (i) as a result of (i) any amendment to, or change in, the laws or amendment to, the laws, treaties, treaties (or any regulations or rulings promulgated thereunder) of a jurisdiction Relevant Taxing Jurisdiction or (ii) any amendment to or change in which either Company an official interpretation or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or in the interpretation, application or administration of any regarding such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”), the relevant Company orCompany, if a payment were then due under with respect to the Notes, or any Guarantor, with respect to a Guarantee, pays or on the relevant Guarantor, next Interest Payment Date would be required obligated to pay more than de minimis Additional Amounts in respect of any Note or such Guarantee pursuant to the terms and (ii) such conditions thereof which obligation cannot be avoided by the relevant Company or the relevant Guarantor taking of reasonable measures available to itit (for the avoidance of doubt, neither the Company nor any Guarantor shall be entitled to redeem the Notes pursuant to the foregoing provisions as a consequence of the European Council Savings Directive or any law implementing or complying with, or introduced in order to conform to, such Directive); provided, however, that the Notes (a) no such notice of redemption may not be redeemed given earlier than 90 days prior to the extent earliest date on which the Company or any Guarantor, as the case may be, would be obligated to pay such Additional Amounts arise solely as were a result payment in respect of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. then due and payable and (b) at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. The Change in Tax Law must become effective on or after the date of the Offering Memorandum or in the case of any Guarantor after the date such entity makes payment on the Notes. Prior to the mailing giving of any notice of redemption pursuant to this Section 2.06provision, the relevant Company or the relevant Guarantor Guarantor, as the case may be, will deliver to the Trustee (a) an opinion Officers’ Certificate of independent tax counsel the Company or such Guarantor stating that the Company is entitled to effect such redemption and setting forth a statement of recognized standing facts showing that the conditions precedent to the right of the Company so to redeem have occurred and (b) an Opinion of Counsel qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the relevant Company or such Guarantor, as the relevant Guarantor is case may be, has been or would be will become obligated to pay such Additional Amounts as a result of such a Change in Tax Law. (c) No notice , and that such obligation cannot be avoided by the Company taking reasonable measures available to it. The Trustee shall accept such certificate and opinion as sufficient evidence of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect satisfaction of the Notes were then dueconditions described above, in which event it shall be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies may, at their or the Parent Guarantor’s option, Issuer may redeem the Notes Notes, in whole but not in part, at its discretion at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice to the holders of the Notes (which notice will be irrevocable and given in accordance with the procedures described in Sections 3.02 and 3.03 hereof), at a redemption price equal to 100% of the outstanding principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest on interest, if any, to the principal amount being redeemed date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts, Amounts (if any) to (but excluding) then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise (subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment 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 Notes or any Note Guarantee, the Issuer or the relevant Guarantor is or would be required to pay Additional Amounts (but, in the case of any Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor who can pay such amount, through the use of reasonable measures available to it, 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 (provided that changing the jurisdiction of the Issuer or any Guarantor is not a reasonable measure for purpose of this Section 3.08), and the requirement arises as a result of: (1) any change in, or amendment to, the laws, treaties, laws or treaties (or any regulations or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment is publicly announced and becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a jurisdiction in which either Company or Tax Jurisdiction on a date after the Issue Date, such later date); or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, the interpretationexisting official position or the introduction of an official position regarding the application, application administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) jurisdiction or a change in published practice), which change, amendment, application or interpretation is publicly announced and becomes effective on or after October 26the Issue Date (or, 2018 if the applicable Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date), (any such change or amendmenteach of the foregoing clauses (1) and (2), constitute a “Change in Tax Law”), . The Issuer will give any such notice of redemption not earlier than 60 days prior to the earliest date on which the Issuer or relevant Company or, Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes or any Note Guarantee were then due under a Guaranteedue. Notwithstanding the foregoing, no notice of redemption shall be given unless at the time such notice is given, the relevant Guarantor, would be required obligation to pay Additional Amounts and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; provided, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined remains in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) effect. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to this Section 2.06the foregoing, the relevant Company Issuer, the Guarantor, or the relevant Guarantor a successor to either, where applicable, will deliver to the Trustee (a) an opinion of independent tax counsel of recognized standing to the effect that the relevant Company Issuer or the relevant Guarantor is has or would be will become obligated to pay such Additional Amounts as a result of such a Change in Tax Law. Law and (cb) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior an Officer’s Certificate to the earliest date on which effect that it is entitled to effect such redemption and setting forth a statement of facts showing that the relevant Company conditions precedent to its right so to redeem have been satisfied and that the Issuer or the relevant Guarantor would be obligated cannot avoid its obligation to pay Additional Amounts if a payment in respect by the Issuer or relevant Guarantor taking reasonable measures available to it. The Trustee will accept such opinion and Officer’s Certificate as sufficient evidence of the Notes were then dueexistence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the Notes. The foregoing provisions will apply mutatis mutandis to any successor Person, after such successor Xxxxxx becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.

Optional Tax Redemption. (a) The Companies Issuer may, at their or the Parent Guarantor’s its option, redeem the Notes at any time redeem, in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, the Notes at a redemption price equal to 100% of the Outstanding principal amount of the Notes then outstanding thereof, plus accrued and unpaid interest interest, if any, to the Redemption Date (subject to the right of Holders of record on the principal amount being redeemed (relevant Record Date to receive interest due on the relevant Interest Payment Date) and all Additional Amounts, if any) , to (but excluding) the Redemption Date, if (i) as a result of of: (1) any amendment to, or change in, the laws (or amendment to, the laws, treaties, rules or regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxRelevant Taxing Jurisdiction, or (2) any amendment to or change in the interpretation, an official interpretation or application or administration of any regarding such laws, treaties, rules or regulations or rulings (including a holding, judgment or order by a court or administrative body of competent jurisdiction) ), which amendment, change, interpretation or application is proposed and becomes effective on or after October 26, 2018 (any such change or amendment, a “Change in Tax Law”)the Issue Date, the relevant Company orIssuer has become or would become obligated to pay, if a payment were then due under a Guarantee, on or before the relevant Guarantor, next date on which any amount would be required payable with respect to pay such Notes, any Additional Amounts in excess of those attributable to Taxes that are imposed, deducted or withheld at a rate of 4.95% (or such lower rate as may be contemplated by any regulation issued by the National Executive or new law enacted by the Venezuelan National Assembly or decision by the President of Venezuela exempting payments of interest under the Notes from Venezuelan income tax or reducing the current 4.95% income tax withholding rate) on or from any payments of interest under the Notes and (ii) such obligation obligations cannot be avoided by the relevant Company or the relevant Guarantor taking commercially reasonable measures available to itthe Issuer (which, for the avoidance of doubt, do not include changing the jurisdiction of incorporation of the Issuer); provided, however, that the Notes provided that: (h) no such notice of redemption may not be redeemed given earlier than 90 days prior to the extent earliest date on which the Issuer would be obligated to pay such Additional Amounts arise solely as were a result payment in respect of a Company assigning its obligations under the Notes then due and payable, and (i) at the time such notice is given, such obligation to a Substitute Company (pay such Additional Amounts remains in effect. No such redemption shall be effective unless and until the Principal Paying Agent receives the amount payable upon redemption as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior set forth above. Immediately prior to the mailing publication of any notice of redemption pursuant to this Section 2.06provision, the relevant Company or the relevant Guarantor Issuer will deliver to the Trustee and the Principal Paying Agent: (i) an opinion Officer’s Certificate (A) stating that (y) the amendment, change, interpretation or application as a result of independent tax counsel which the Issuer has or will become obligated to pay such Additional Amounts is effective with respect to all companies in the Relevant Taxing Jurisdiction and (z) the Issuer is entitled to effect such redemption and (B) setting forth a statement of recognized standing facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and (ii) an Opinion of Counsel (which may be Issuer’s counsel) to the effect that (y) the relevant Company Issuer has or the relevant Guarantor is or would be will become obligated to pay such Additional Amounts as a result of such Change in Tax Law. amendment, change, interpretation or application and (cz) No notice the amendment, change, interpretation or application as a result of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company Issuer has or the relevant Guarantor would be will become obligated to pay such Additional Amounts if a payment is effective with respect to all companies in respect of the Notes were then dueRelevant Taxing Jurisdiction.

Optional Tax Redemption. (a) The Companies Financeco or Solectron may, at their or the Parent Guarantor’s option, redeem the Notes in whole whole, but not in part, upon not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior noticenotice to the Holders, at a redemption price equal to 100% of the principal amount of the Notes then outstanding thereof, plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amountsinterest, if any) to (, to, but excluding) , the Redemption Datedate of redemption if, if (i) as a result of of: (A) any change in, in or amendment to, to the laws, treaties, laws or treaties (or any regulations or rulings ruling promulgated thereunder) of a jurisdiction in which either Company or Relevant Jurisdiction affecting taxation; or (B) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax, or change in the interpretation, existing official position regarding the application or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment judgment, or order by a court of competent jurisdiction) ), which becomes effective change, amendment, application or interpretation is proposed or announced on or after October 26Issue Date, 2018 (with respect to any such change payment due or amendment, a “Change in Tax Law”), the relevant Company or, if a payment were then to become due under a Guaranteethe Notes or this Indenture, Financeco or Solectron, as the relevant Guarantorcase may be, is or would be required on the next succeeding interest payment date to pay Additional Amounts on the Notes or the Guarantee and (ii) the payment of such obligation Additional Amounts cannot be avoided by the relevant Company or the relevant Guarantor taking use of any reasonable measures available to it; providedFinanceco or Solectron, however, that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a Company assigning its obligations including making payments directly by Solectron under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent GuarantorGuarantee. (b) Prior to the mailing of any No such notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver shall be given earlier than 90 days prior to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company earliest date on which Financeco or the relevant Guarantor is or Solectron would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if were a payment in respect of the Notes were or the Guarantee then due. (c) Prior to the publication of any notice of redemption pursuant to Sections 3.3 and 3.9(b), Financeco shall deliver to the Trustee (1) an opinion of tax counsel of recognized standing and expertise in the tax law of the applicable Relevant Jurisdiction, reasonably acceptable to the Trustee, to the effect that the circumstances set forth in Section 3.9(a) exist and (2) an Officers’ Certificate from Financeco stating that the payment of Additional Amounts cannot be avoided by the use of any reasonable measures available to Financeco or Solectron, including making payments directly by Solectron under the Guarantee. The notice, once delivered by Financeco to the Trustee, shall be irrevocable. (d) Any redemption of this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

Optional Tax Redemption. (a) The Companies may, at their Issuers or the Parent Guarantor’s option, Successor Company may redeem the Notes in whole whole, but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty (60) 60 days’ prior notice, notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the principal amount being redeemed (relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if any, if the Issuers, Successor Company or Guarantor determines in good faith that, as a result of: (1) any change in, or amendment to, the laws, treaties, law (or any regulations or rulings promulgated thereunder) of a jurisdiction in which either Company or Relevant Taxing Jurisdiction affecting taxation; or (2) any Guarantor is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to taxchange in, or in amendment to, an official position regarding the interpretationapplication, application administration or administration interpretation of any such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) which becomes effective on or after October 26, 2018 of a Relevant Taxing Jurisdiction (any such change or amendmenteach of the foregoing in clauses (1) and (2), a “Change in Tax Law”), the relevant Issuers, Successor Company oror Guarantor are, if a or on the next interest payment were then due under a Guaranteedate in respect of the Notes would be, the relevant Guarantor, would be required to pay any Additional Amounts Amounts, and (ii) such obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedthe Issuers, howeverSuccessor Company or Guarantor (including, that for the Notes may avoidance of doubt, the appointment of a new Paying Agent where this would be reasonable but not be redeemed including assignment of the obligation to make payment with respect to the extent such Additional Amounts arise solely Notes). In the case of redemption due to withholding as a result of a Company assigning its obligations under Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at July 13, 2010, such Change in Tax Law must become effective on or after July 13, 2010. In the Notes case of redemption due to withholding as a Substitute Company (as defined result of a Change in Section 801 Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after July 13, 2010, such Change in Tax Law must become effective on or after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the predecessor of the Indenture)Successor Company. Notice of redemption for taxation reasons will be published in accordance with the procedures described in paragraph 8. Notwithstanding the foregoing, unless no such assignment notice of redemption will be given (a) earlier than 90 days prior to a Substitute Company is undertaken as part the earliest date on which the Payor would be obliged to make such payment of a plan of merger by the Parent Guarantor. Additional Amounts and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or mailing of any notice of redemption of the Notes pursuant to this Section 2.06the foregoing, the relevant Issuers or Successor Company or the relevant Guarantor will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an opinion of an independent tax counsel of recognized standing to the effect that the relevant Issuers Successor Company or the relevant Guarantor is has or would be have been or will become obligated to pay such Additional Amounts as a result of such a Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect . The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the Notes were then duesatisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.

Optional Tax Redemption. (a) The Companies maySecurities may also be redeemed, at their or the Parent Guarantor’s optionoption of the Company, redeem the Notes in whole but not in part, at any time upon giving not less than thirty (30) 30 nor more than sixty 60 days' notice to the Holders (60) days’ prior noticewhich notice shall be irrevocable), at a redemption price equal to 100% of the principal amount of the Notes then outstanding plus thereof, together with accrued and unpaid interest on interest, if any, to the principal amount being redeemed date fixed by the Company for redemption (a "Tax Redemption Date") and all Additional Amounts, if any) to (but excluding) , then due and which will become due on the Tax Redemption Date, if (i) Date as a result of the redemption or otherwise, if the Company determines that, as a result of (i) any change in, or amendment to, the lawslaws or treaties (or any regulations, treaties, regulations protocols or rulings promulgated thereunder) of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the United Kingdom (or any political subdivision or taxing authority of the United Kingdom) affecting taxation, which change or amendment becomes effective on or after the Issue Date, (ii) any authority thereof change in position regarding the application, administration or therein having power to tax, or in the interpretation, application or administration interpretation of any 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 October 26the Issue Date or (iii) the issuance of Definitive Securities due to (A) DTC being at any time unwilling or unable to continue as or ceasing to be a clearing agency registered under the Exchange Act, 2018 and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Company within 90 days or (B) the Depositary being at any such change time unwilling or amendment, unable to continue as a “Change in Tax Law”)Depositary and a successor Depositary is not able to be appointed by the Company within 90 days, the relevant Company oris, if a or on the next interest payment were then due under a Guaranteedate would be, the relevant Guarantor, would be required to pay Additional Amounts Amounts, and (ii) the Company determines that such payment obligation cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures available to it; providedmeasures. Notwithstanding the foregoing, however, that the Notes may not be redeemed to the extent no such Additional Amounts arise solely as a result of a Company assigning its obligations under the Notes to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior to the mailing of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an opinion of independent tax counsel of recognized standing to the effect that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax Law. (c) No notice of redemption pursuant to this Section 2.06 may shall be given earlier than ninety (90) 90 days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts make such payment or withholding if a payment in respect of the Notes Securities were then due.. Prior to the publication or, where relevant, mailing of any notice of redemption of the Securities pursuant to the foregoing, the Company will deliver to the Trustee an opinion of a tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as

Optional Tax Redemption. (a) The Companies maySubject to the satisfaction of the Solvency Condition and the pre-conditions described in ‎Section 3.12 and ‎Section 3.13 hereof, if a Tax Event shall occur the Company may at their or any time and at the Parent GuarantorCompany’s option, option and in its sole discretion redeem the Notes Contingent Capital Notes, in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Contingent Capital Notes then outstanding plus accrued and unpaid interest on the principal amount being redeemed (and all Additional Amounts, if any) together with any Accrued Interest to (but excluding) the Redemption Datedate of redemption. A “Tax Event” will be deemed to have occurred with respect to the Contingent Capital Notes if, if (i) at any time, the Company shall determine that, as a result of any change in, or amendment to, the laws, treaties, laws or regulations or rulings of a jurisdiction in which either Company or any Guarantor is incorporated, organized or otherwise tax resident the U.K. or any political subdivision or any authority thereof or therein having power to taxtax (including any treaty to which the U.K. or any political subdivision or any authority thereof or therein is a party), or any change in the interpretation, official application of such laws or administration of any such laws, treaties, regulations or rulings (including a holdingdecision of any court or tribunal or the application by any tax authority), judgment which change or order amendment becomes effective or applicable, or, in the case of a change in or amendment to law, where such change or amendment is enacted by a court U.K. Act of competent jurisdiction) which becomes effective Parliament or by a Statutory Instrument, if such U.K. Act of Parliament or Statutory Instrument is enacted, on or after October 26, 2018 the Issue Date: (any such change or amendment, a) in making a “Change payment under the Contingent Capital Notes in Tax Law”)respect of interest, the relevant Company or, if a payment were then due under a Guarantee, has or will or would on the relevant Guarantor, would be required next Interest Payment Date become obligated to pay Additional Amounts and Amounts; (iib) a payment of interest on the next Interest Payment Date in respect of any of the Contingent Capital Notes would be treated as a “distribution” within the meaning of Section 1000 of the U.K. Corporation Tax Act 2010 (or any statutory modification or re-enactment thereof for the time being); (c) the Company would not be entitled to claim a deduction in respect of a payment of interest payable on the next Interest Payment Date in computing its U.K. taxation liabilities (or the value of such obligation deduction to the Company would be materially reduced); (d) as a result of the Contingent Capital Notes being in issue, the Company would not be able to have losses or deductions (including in respect of a payment of interest on the Contingent Capital Notes) set against the profits or gains, or profits or gains offset by losses or deductions, of companies with which it is or would otherwise be grouped for applicable U.K. tax purposes (whether under the group relief system current as at the date of issue of the Contingent Capital Notes or any similar system or systems having like effect as may exist from time to time); (e) a future write-down of the principal amount of the Contingent Capital Notes or conversion of the Contingent Capital Notes into ordinary shares would result in a U.K. tax liability, or income, profit or gain being treated for U.K. tax purposes as accruing, arising or being received; (f) the Contingent Capital Notes would no longer be treated as loan relationships for U.K. tax purposes; or (g) the Contingent Capital Notes or any part thereof would be treated as a derivative or an embedded derivative for U.K. tax purposes, in each case, the effect of which cannot be avoided by the relevant Company or the relevant Guarantor taking reasonable measures steps available to it; provided, however, . In any case where the Company shall determine that the Notes may not be redeemed to the extent such Additional Amounts arise solely as a result of a Company assigning its obligations under Tax Event, it is entitled to redeem the Notes Contingent Capital Notes, it shall be required to a Substitute Company (as defined in Section 801 of the Indenture), unless such assignment to a Substitute Company is undertaken as part of a plan of merger by the Parent Guarantor. (b) Prior deliver to the mailing Trustee prior to the giving of any notice of redemption pursuant to this Section 2.06, the relevant Company or the relevant Guarantor will deliver to the Trustee an a written legal opinion of independent tax United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the effect Trustee confirming that the relevant Company or the relevant Guarantor is or would be obligated to pay such Additional Amounts as a result of such Change in Tax LawEvent has occurred. (c) No notice of redemption pursuant to this Section 2.06 may be given earlier than ninety (90) days prior to the earliest date on which the relevant Company or the relevant Guarantor would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due.