Common use of Redemption for Taxation Reasons Clause in Contracts

Redemption for Taxation Reasons. The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders (which notice shall be irrevocable), at their principal amount (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws, regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws, regulations or treaties, which change or amendment becomes effective on or after June 18, 2014, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b), the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 thirty (30) nor more than 60 sixty (60) days’ notice to the Bondholders Trustee and the Noteholders (which notice shall be irrevocable), ) at their principal amount Early Redemption Amount (together with interest accrued to but excluding the date fixed for redemption), if the Issuer satisfies the Trustee immediately before the giving of such notice that (i) the Issuer it has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in described under Condition 8 9 (Taxation) as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a Relevant Taxing Jurisdiction (as defined in Condition 8)9 (Taxation)), or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014the Issue Date (or the date that any successor to the Issuer following a Permitted Reorganisation assumes the obligations of the Issuer hereunder), and (ii) such obligation cannot be avoided by the Issuer taking commercially reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 ninety (90) days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to Before the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer shall deliver to the Fiscal Agent Trustee (A) a certificate signed by two directors authorised signatories of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer is taking reasonable measures available to it and (B) a legal opinion in form and substance satisfactory to the Trustee and the Trustee shall be entitled to effect accept such redemption certificate and setting forth a statement such legal opinion as sufficient evidence of facts showing that the satisfaction of the conditions precedent to the right of the Issuer so to redeem have occurred, set out in (i) and an opinion of independent legal advisers of recognized standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendment(ii) above in which event it shall be conclusive and binding on all Noteholders and Couponholders.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is a Floating Rate Note) or, at any time, (if this Note is not a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the Bondholders Noteholders (which notice shall be irrevocable), at their principal amount Early Redemption Amount (as described in Condition 7(b) above) (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 9 as a result of any change in, or amendment to, the laws, laws or regulations of Spain or treaties of a Relevant Jurisdiction (as defined in Condition 8)any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b7(c), the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized recognised standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts additional amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders (which notice shall be irrevocable), at their principal amount (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws, regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws, regulations or treaties, which change or amendment becomes effective on or after June 18March 15, 20142013, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b), the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is a Floating Rate Note) or, at any time, (if this Note is not a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the Bondholders Noteholders (which notice shall be irrevocable), at their principal amount Early Redemption Amount (as described in Condition 6(b)) (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer (or, if the Guarantee were called, the Guarantor) has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws, laws or regulations of the Kingdom of Sweden or treaties of a Relevant Jurisdiction (as defined in Condition 8)any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014, the date on which agreement is reached to issue the first Tranche of the Notes and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the Guarantor, as the case may be) would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes (or the Guarantee, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b6(c), the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors duly authorised officers of the Issuer (or the Guarantor, as the case may be) stating that the Issuer (or the Guarantor, as the case may be) is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, occurred and an opinion of independent legal advisers of recognized recognised standing to the effect that the Issuer (or the Guarantor, as the case may be) has or will become obliged to pay such Additional Tax Amounts additional amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders (which notice shall be irrevocable), at their principal amount (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 If as a result of any change inin or amendment to the laws (or any applicable treaties, or amendment to, the laws, any rules or regulations or treaties thereunder) of a Relevant Jurisdiction (as defined in Condition 8)Jurisdiction, or any amendment to or change in the an official interpretation, administration or application or official interpretation of such laws, treaties, rules, or regulations or treaties(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 June 18the later of the Issue Date or the date a Relevant Jurisdiction becomes a Relevant Jurisdiction, 2014(i) the Company has or will become obligated to pay any Additional Amounts, as described in Section 3.01, the Company may, at its option, redeem all, but not less than all, of the Notes, at a Redemption Price equal to 100% of their principal amount, together with interest and (ii) such obligation cannot be avoided by Additional Amounts, if any, accrued to, but excluding, the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)date fixed for redemption, provided that no such upon publication of irrevocable notice of redemption shall not fewer than 30 days nor more than 90 days prior to the date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts would first be paid were a payment in respect of the Bonds then due. Prior to Notwithstanding the publication of any notice of redemption pursuant to this Condition 6(b)foregoing, the Issuer Company shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to not have the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized standing to the effect Notes unless: (i) it determines that it cannot avoid the Issuer has or will become obliged obligation to pay Additional Amounts by taking reasonable measures (provided, however, for this purpose reasonable measures shall not include the Company moving or changing jurisdiction); and (ii) it has complied with all necessary regulations to legally effect such Additional Tax Amounts as a result of such change or amendmentredemption.

Redemption for Taxation Reasons. The Bonds may be redeemed at (i) At any time the option of the Issuer in wholeCompany may, but not in part, at any time, on giving having given not less than 30 nor more than 60 days’ ' notice (a “Tax Redemption Notice”) to the Bondholders in accordance with Condition 16 (which notice shall be irrevocable)) redeem all, and not some only, of the Bonds at a redemption price equal to the US Dollar Equivalent of 100% of their principal amount (together with plus unpaid interest accrued to but excluding the redemption date fixed for redemption(the “Tax Redemption Date”), if (i) the Issuer Company satisfies the Trustee immediately prior to the giving of such notice that the Company has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 9 as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a any Relevant Tax Jurisdiction (as defined in Condition 8)9), or any change in the general application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 1829, 20142009, and (ii) such obligation cannot be avoided by the Issuer Company taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer Company would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer Company shall deliver to the Fiscal Agent Trustee (a) a certificate signed by two directors of the Issuer Company stating that the Issuer is entitled obligation referred to effect such redemption in (i) above cannot be avoided by the Company taking reasonable measures available to it and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and (b) an opinion of independent legal advisers or tax advisors of recognized recognised standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentamendment has occurred (irrespective of whether such amendment or change is then effective) and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Bondholders. Upon the expiry of any such notice, the Company will be bound to redeem the Bonds at a redemption price equal to the US Dollar Equivalent of 100% of their principal amount plus unpaid interest accrued to but excluding the redemption date, provided that redemption may not occur within 30 days of the end of a Closed Period, but otherwise may occur when the Conversion Right is expressed in these Conditions to be exercisable.

Redemption for Taxation Reasons. The Bonds Company may be redeemed at the option of the Issuer any time redeem in whole, whole but not in partpart the outstanding Notes at a redemption price of 100% of the principal amount thereof plus accrued interest (including Additional Interest, at any time, on giving not less than 30 nor more than 60 days’ notice if any) and Additional Amounts to the Bondholders (which notice shall be irrevocable), at their principal amount (together with interest accrued to but excluding Redemption Date if the date fixed for redemption), if (i) the Issuer Company has become or will would become obliged obligated to pay any Additional Tax Amounts as provided in respect of the Notes or referred to in Condition 8 the Guarantees as a result of of: (a) any change inin or amendment to the laws (or regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein), or (b) any change in or amendment to, to any published administrative position regarding the laws, regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8)application, or any change in the application or official interpretation judicial interpretation, of such laws, regulations laws or treatiesregulations, which change or amendment becomes is announced or is effective on or after June 18, 2014the Issue Date, and (ii) such obligation to pay Additional Amounts cannot be avoided by the Issuer Company or such Guarantor taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it; provided, provided however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer Company or such Guarantor would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds such Notes then duedue and payable. Prior to the publication distribution of any notice of redemption pursuant to this Condition 6(b)Section 3.09 of the Indenture, the Issuer Company shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer Trustee an Officers’ Certificate stating that the Issuer Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer Company so to redeem have occurred, and an opinion Opinion of independent legal advisers of recognized standing Counsel reasonably acceptable to the Trustee to the effect that the Issuer Company or any Guarantor, as the case may be, has or will become obliged obligated to pay such Additional Tax Amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds may be redeemed at (a) At any time the option of the Issuer in wholeCompany may, but not in part, at any time, on giving having given not less than 30 nor more than 60 days’ notice (a Tax Redemption Notice) to the Bondholders Holders in accordance with Section 15.2 (which notice shall be irrevocable), redeem all, but not less than all, of the Notes then outstanding at their principal amount a redemption price equal to the Tax Redemption Amount, on the redemption date specified in the Tax Redemption Notice (together with interest accrued to but excluding the date fixed for redemption), Tax Redemption Date) if (i) immediately prior to the Issuer giving of such Tax Redemption Notice that the Company has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 Section 6.12 as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a the Relevant Jurisdiction (as defined in Condition 8)or any political subdivision or authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014the Issue Date, and (ii) such obligation cannot be avoided by the Issuer Company taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer Company would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption Tax Redemption Notice pursuant to this Condition 6(b)paragraph, the Issuer Company shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer Trustee (A) an Officers’ Certificate stating that the Issuer is entitled obligation referred to effect such redemption in (i) above cannot be avoided by the Company taking reasonable measures available to it and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and (B) an opinion of independent legal advisers or tax advisors of recognized standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentamendment has occurred or will occur (irrespective of whether such amendment or change is then effective) and the Trustee shall be entitled without further enquiry to accept such certificate and opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Holders.

Redemption for Taxation Reasons. The Bonds may be redeemed at (a) At any time the option of the Issuer in wholeCompany may, but not in part, at any time, on giving having given not less than 30 nor more than 60 days’ notice (a Tax Redemption Notice) to the Bondholders Holders in accordance with Section 15.2 (which notice shall be irrevocable), redeem all, but not less than all, of the Notes then outstanding at their principal amount a redemption price equal to the Tax Redemption Amount, on the redemption date specified in the Tax Redemption Notice (together with interest accrued to but excluding the date fixed for redemption), Tax Redemption Date) if (i) immediately prior to the Issuer giving of such Tax Redemption Notice, the Company has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 Section 6.12 as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a the Relevant Jurisdiction (as defined in Condition 8)or any political subdivision or authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014, the Issue Date and (ii) such obligation cannot be avoided by the Issuer Company taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), it; provided that no such notice of redemption Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer Company would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption Tax Redemption Notice pursuant to this Condition 6(bSection 3.2(a), the Issuer Company shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer Trustee (A) an Officers’ Certificate stating that the Issuer is entitled obligation referred to effect such redemption in (i) above cannot be avoided by the Company taking reasonable measures available to it and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and (B) an opinion of independent legal advisers or tax advisors of recognized standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentamendment has occurred or will occur (irrespective of whether such amendment or change is then effective) and the Trustee shall be entitled without further enquiry to accept such certificate and opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Holders.

Redemption for Taxation Reasons. The Bonds may In the case of Subordinated Debt Instruments issued by Macquarie Bank, the terms of this Condition 6.4 are subject to the prior written approval of APRA having been obtained before the issue of such Subordinated Debt Instruments. Any amendment to this Condition 6.4 will be redeemed at set out in the option relevant Final Terms. If, in respect of the Issuer in whole, but not in part, at Debt Instruments of any timeSeries the Issuer, on giving the occasion of the next payment due in respect of the Debt Instruments, would be required to pay any Additional Amounts referred to in Condition 8, then the Issuer (in the case of Subordinated Debt Instruments, subject to the prior written approval of APRA having been obtained) may at its option give not more than 60 nor less than 30 nor more than 60 days’ notice to each Agent and to the Bondholders Debt Instrument Holders in accordance with Condition 18, and upon expiry of such notice shall redeem all but not some only of the Debt Instruments at their early redemption amount (tax) (“Early Redemption Amount (Tax)”) (which notice shall be irrevocable), at their outstanding principal amount or such other Early Redemption Amount (Tax) as is specified in the relevant Final Terms) together (unless otherwise specified in the Final Terms) with accrued interest (if any) accrued to but excluding the due date fixed for redemption), if (i) the Issuer has or will become obliged . Prior to pay Additional Tax Amounts as provided or referred to in Condition 8 as a result publication of any change in, or amendment to, the laws, regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws, regulations or treaties, which change or amendment becomes effective on or after June 18, 2014, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)redemption, the Issuer shall deliver to the Fiscal I&P Agent a certificate signed by two directors an authorised person of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, occurred and an opinion of independent legal advisers of recognized recognised standing to the Issuer in its jurisdiction of incorporation to the effect that the Issuer has would be required to make any such withholding or will become obliged to pay such Additional Tax Amounts as a result deduction. Such notice shall be given promptly upon the occurrence of such change or amendmentany of the above events.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is a Floating Rate Note) or, at any time, (if this Note is not a Floating Rate Note), on giving not less than 30 nor or more than 60 days’ notice to the Bondholders Noteholders (which notice shall be irrevocable), at their principal amount Early Redemption Amount (as described in Condition 6(b) (Early Redemption) above) (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 (Taxation) as a result of any change in, or amendment to, the laws, laws or regulations of the Kingdom of Denmark or treaties of a Relevant Jurisdiction (as defined in Condition 8)any political subdivision or any authority therein or thereof having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b6(c) (Redemption for Taxation Reasons), the Issuer shall deliver to the Fiscal Agent (i) a certificate signed by two directors Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and (ii) an opinion of independent legal advisers of recognized recognised standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts additional amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds may be redeemed at ‌ Except in the option case of Notes issued by NATIXIS where "Tax Gross-up" is specified as "Not Applicable" in the applicable Final Terms, if, by reason of any change in Luxembourg law (in the case of Notes issued by Natixis Structured Issuance) or French law (in the case of Notes issued by NATIXIS), or in either case any change in the official application or interpretation of such law, becoming effective after the Issue Date, the relevant Issuer would, on the occasion of the next payment of principal or interest due in respect of the Notes, not be able to make such payment without having to pay additional amounts as specified under Condition 8, the relevant Issuer may, at its option, on any Interest Payment Date or, if so specified in whole, but not in partthe applicable Final Terms, at any time, on giving subject to having given not more than 45 nor less than 30 nor more than 60 days’ ' prior notice to the Bondholders Noteholders (which notice shall be irrevocable), in accordance with Condition 14 (Notices), redeem all, but not some only, of the Notes at their principal amount Early Redemption Amount (together with any interest accrued to but excluding the date fixed set for redemption)) provided that the due date for redemption of which notice hereunder may be given shall be no earlier than the latest practicable date on which the relevant Issuer could make payment of principal and interest without withholding for Luxembourg or French taxes, as applicable. In the case of Notes issued by NATIXIS only and except where "Tax Gross- up" is specified as "Not Applicable" in the applicable Final Terms, if NATIXIS as Issuer would on the next payment of principal, interest or other revenues in respect of the Notes be prevented by French law from making payment to the Noteholders, Receiptholders or Couponholders of the full amount then due and payable, notwithstanding the undertaking to pay additional amounts contained in Condition 8, then NATIXIS as Issuer shall forthwith give notice of such fact to the Fiscal Agent and NATIXIS as Issuer shall upon giving not less than seven days' prior notice to the Noteholders in accordance with Condition 14, redeem all, but not some only, of the Notes then outstanding at their Early Redemption Amount (together with (unless specified otherwise in the applicable Final Terms) any interest accrued to the date set for redemption) on (A) the latest practicable Interest Payment Date on which NATIXIS as Issuer could make payment of the full amount then due and payable in respect of the Notes, Receipts or Coupons provided that if such notice would expire after such Interest Payment Date the date for redemption pursuant to such notice to Noteholders shall be the later of (i) the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws, regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws, regulations or treaties, which change or amendment becomes effective on or after June 18, 2014, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest latest practicable date on which NATIXIS as Issuer could make payment of the Issuer would be obliged to pay such Additional Tax Amounts were a payment full amount then due and payable in respect of the Bonds then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)Notes, the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized standing to the effect that the Issuer has Receipts or will become obliged to pay such Additional Tax Amounts as a result of such change or amendment.Coupons and

Redemption for Taxation Reasons. The Bonds may be redeemed at the option of (a) At any time the Issuer in wholemay, but not in part, at any time, on giving having given not less than 30 nor more than 60 days’ notice (a Tax Redemption Notice) to the Bondholders in accordance with Condition 19 (which notice shall be irrevocable) redeem all, and not some only, of the Bonds at a redemption price equal to 125 per cent. of their principal amount, together with any accrued interest and Break Cost (if any), at their principal amount on the redemption date specified in the Tax Redemption Notice (together with interest accrued to but excluding the date fixed for redemption), Tax Redemption Date) if (i) the Issuer satisfies the Trustee immediately prior to the giving of such Tax Redemption Notice that the Issuer has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 11 as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8)the relevant jurisdiction, or any change in the general application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014the Issue Date, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds then due. Prior to the publication of any notice of redemption Tax Redemption Notice pursuant to this Condition 6(b)paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer Trustee (A) an Officer’s Certificate stating that the Issuer is entitled obligation referred to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of in (i) above cannot be avoided by the Issuer so taking reasonable measures available to redeem have occurred, it and (B) an opinion of independent legal advisers or tax advisors of recognized recognised standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentamendment has occurred or will occur (irrespective of whether such amendment or change is then effective) and the Trustee shall be entitled without further enquiry to accept such certificate and opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Bondholders.

Redemption for Taxation Reasons. The Bonds Each series of Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 10 nor more than 60 days’ ' notice to the Bondholders (which notice shall be irrevocable), Noteholders at their principal amount (together with plus accrued and unpaid interest accrued to but excluding the date fixed for redemption), if (i) the Issuer satisfies the Trustee immediately before the giving of such notice that it has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in described under Condition 8 9 (Taxation) as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a any Relevant Jurisdiction (as defined in Condition 8)9 (Taxation)) political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 201420 December 2018, and (ii) such obligation will apply on the occasion of the next payment due in respect of the Notes and cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)8.2, the Issuer shall deliver to the Fiscal Agent Trustee a certificate signed by two directors of the Issuer stating that the Issuer is entitled obligation referred to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of in (i) above cannot be avoided by the Issuer so taking reasonable measures available to redeem have occurredit, and an opinion of independent legal advisers or tax advisors of recognized recognised international standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentamendment has occurred (irrespective of whether such amendment or change is then effective) and the Trustee shall be entitled without further enquiry to accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent above, in which event it shall be conclusive and binding on the Noteholders.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Note) or, at any time, (if this Note is neither a Floating Rate Note nor an Index Linked Note), on giving not less than 30 nor more than 60 days’ notice to the Bondholders Noteholders (which notice shall be irrevocable), at their principal amount Early Redemption Amount (as described in Condition 6(b) above) (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer or the Guarantor has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the lawslaws or regulations of the British Virgin Islands (in the case of payment by WKBVI) or Hong Kong (in the case of payment by Xxxxxxxx, regulations WKF1L or treaties WKFL) or Singapore (in the case of a Relevant Jurisdiction (as defined in Condition 8)payment by WKMS) or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the Guarantor, as the case may be) would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes (or the Guarantee, as the case may be) then due. Prior to Before the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors any one Director of the Issuer (or the Guarantor, as the case may be) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized recognised standing to the effect that the Issuer (or the Guarantor, as the case may be) has or will become obliged to pay such Additional Tax Amounts additional amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ irrevocable notice to the Bondholders Noteholders in accordance with Condition 15 (which notice shall be irrevocableNotices), at their principal amount (amount, together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer has or will would become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 9 (Taxation) as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a any Relevant Jurisdiction (as defined in Condition 8)or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014the Issue Date, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b7(b), the Issuer shall deliver to the Fiscal Agent to be made available by the Fiscal Agent for inspection to the Noteholders (A) a certificate signed by two directors a duly authorised signatory of the Issuer stating that the Issuer is entitled obligation referred to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of in (i) above cannot be avoided by the Issuer so taking reasonable measures available to redeem have occurred, it and (B) an opinion of independent legal advisers of recognized recognised international standing to the effect that the Issuer has or will become would be obliged to pay such Additional Tax Amounts additional amounts as a result of such change or amendmentand the Fiscal Agent shall be entitled to accept and rely on such certificate and legal opinion (without liability to any Person) as sufficient evidence of the satisfaction of the condition precedent set out in (ii) above, in which event it shall be conclusive and binding on the Noteholders and the Couponholders.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 10 nor more than 60 days’ ' notice to the Bondholders (which notice shall be irrevocable), Noteholders at their principal amount (together with plus accrued and unpaid interest accrued to but excluding the date fixed for redemption), if (i) the Issuer satisfies the Trustee immediately before the giving of such notice that it has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in described under Condition 8 (Taxation) as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a any Relevant Jurisdiction (as defined in Condition 8)8 (Taxation)) political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 201420 December 2018, and (ii) such obligation will apply on the occasion of the next payment due in respect of the Notes and cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)7.2, the Issuer shall deliver to the Fiscal Agent Trustee a certificate signed by two directors of the Issuer stating that the Issuer is entitled obligation referred to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of in (i) above cannot be avoided by the Issuer so taking reasonable measures available to redeem have occurredit, and an opinion of independent legal advisers or tax advisors of recognized recognised international standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentamendment has occurred (irrespective of whether such amendment or change is then effective) and the Trustee shall be entitled without further enquiry to accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent above, in which event it shall be conclusive and binding on the Noteholders.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Note) or at any timetime (if this Note is neither a Floating Rate Note nor an Index Linked Note), on giving not less than 30 nor more than 60 days’ notice to the Bondholders Noteholders (which notice shall be irrevocable), ) at their principal amount Early Redemption Amount (as described in Condition 6(b) above) (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a Relevant Tax Jurisdiction (as defined in Condition 8)8) or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014, the date on which agreement is reached to issue the first Tranche of the Notes and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b6(c), the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors an authorised signatory of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized recognised standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts additional amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders Noteholders (which notice shall be irrevocableirrevocable and shall be given in accordance with Condition 15), at their principal amount (together with interest accrued to but excluding the date fixed for redemption), ) if (i) the Issuer satisfies the Trustee immediately prior to the giving of such notice that it has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 7 as a result of any change in, or amendment to, the laws, laws or regulations of the United States or treaties of a Relevant Jurisdiction (as defined in Condition 8)any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 20146th February 2002, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), it; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer shall deliver to the Fiscal Agent Trustee (1) a certificate signed by two directors an authorised officer of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer is taking reasonable measures available to it and the Trustee shall be entitled to effect accept such redemption and setting forth a statement of facts showing that the conditions precedent certificate as sufficient evidence to the right satisfaction of the Issuer so to redeem have occurredcondition precedent set out in (ii) above, in which event it shall be conclusive and an opinion of independent legal advisers of recognized standing to binding on the effect that Noteholders and the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentCouponholders.

Redemption for Taxation Reasons. The Bonds may In the case of Subordinated Debt Instruments issued by MGL which are to be redeemed at included as part of MGL’s ‘eligible capital’ for the option purposes of MGL’s authority as a non-operating holding company under the Banking Act, the terms of this Condition 6.4 are subject to the prior written approval of APRA having been obtained before the issue of such Subordinated Debt Instruments. Any amendment to this Condition 6.4 will be set out in the relevant Final Terms. If, in respect of the Issuer in whole, but not in part, at Debt Instruments of any timeSeries the Issuer, on giving the occasion of the next payment due in respect of the Debt Instruments, would be required to pay any Additional Amounts referred to in Condition 8, then the Issuer (in the case of Subordinated Debt Instruments, subject to the prior written approval of APRA having been obtained) may at its option give not more than 60 nor less than 30 nor more than 60 days’ notice to each Agent and to the Bondholders Debt Instrument Holders in accordance with Condition 18, and upon expiry of such notice shall redeem all but not some only of the Debt Instruments at their early redemption amount (tax) (“Early Redemption Amount (Tax)”) (which notice shall be irrevocable), at their outstanding principal amount or such other Early Redemption Amount (Tax) as is specified in the relevant Final Terms) together (unless otherwise specified in the Final Terms) with accrued interest (if any) accrued to but excluding the due date fixed for redemption), if (i) the Issuer has or will become obliged . Prior to pay Additional Tax Amounts as provided or referred to in Condition 8 as a result publication of any change in, or amendment to, the laws, regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws, regulations or treaties, which change or amendment becomes effective on or after June 18, 2014, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)redemption, the Issuer shall deliver to the Fiscal I&P Agent a certificate signed by two directors an authorised person of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, occurred and an opinion of independent legal advisers of recognized recognised standing to the Issuer in its jurisdiction of incorporation to the effect that the Issuer has would be required to make any such withholding or will become obliged to pay such Additional Tax Amounts as a result deduction. Such notice shall be given promptly upon the occurrence of such change or amendmentany of the above events.

Redemption for Taxation Reasons. The Bonds may be redeemed at Subject to the option of the Issuer conditions in whole, but not in partclause (c) below, at any timetime the Company or any successor to it, on giving as applicable, may, having given not less than 30 nor more than 60 days’ notice to the Bondholders Holders, the Trustee and the Securities Administrator (which notice shall be irrevocable)) redeem in cash, in whole but not in part, the Notes at 100% of their principal amount (together with accrued interest accrued (calculated up to but excluding the date of redemption) (the “Tax Redemption Price”) on the date fixed for redemptionredemption (the “Tax Redemption Date”), if (i) the Issuer Company or any successor to it, as applicable, has or will become obliged to pay Excess Additional Tax Amounts as provided in respect of payments of interest on the Notes such that the combined rate of Additional Amounts and Excess Additional Amounts payable equals or referred to in Condition 8 exceeds 11% as a result of any change in, or amendment to, the laws, laws or regulations of India or treaties of a other Relevant Jurisdiction (as defined in Condition 8)or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective (a) with respect to the Company, on or after June 18October 15, 20142009 or (b) with respect to any successor to the Company, on or after the date such successor became the Company’s successor and (ii) such obligation cannot be avoided by the Issuer Company or its successor, as applicable (taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measurethe Company or such successor, as applicable), ; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer Company or its successor, as applicable, would be obliged to pay such Excess Additional Tax Amounts were a payment in respect of the Bonds Notes then due; provided further, for the avoidance of doubt, that where any such requirement to pay Excess Additional Amounts is due to taxes of India or other Relevant Jurisdiction or any political subdivision or any authority thereof or therein, the Company or a successor to it, as applicable, shall be permitted to redeem Notes in accordance with the provisions above only if the rate of withholding or deduction so required is in excess of 11%. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer Company or its successor, as applicable, shall deliver to the Fiscal Agent Trustee or the Securities Administrator (a) a certificate signed by two directors Officer’s Certificate of the Issuer Company or its successor, if applicable, stating that the Issuer is entitled obligation referred to effect such redemption and setting forth a statement of facts showing that in (i) above cannot be avoided by the conditions precedent Company or its successor, as applicable, (taking reasonable measures available to the right Company or such successor, as applicable) and (b) an Opinion of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized standing Counsel to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentamendment has occurred (irrespective of whether such amendment or change is then effective) and the Trustee and the Securities Administrator shall accept such certificate and opinion as sufficient evidence thereof in which event it shall be conclusive and binding on the Holders; provided that such Officer’s Certificate be signed by two members of the board of directors of Table of Contents the Company or of its successor, as applicable, and that the Opinion of Counsel be issued by independent legal or tax advisors of recognized international standing.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 10 nor more than 60 days’ ' notice to the Bondholders (which notice shall be irrevocable), Noteholders at their principal amount (together with plus accrued and unpaid interest accrued to but excluding the date fixed for redemption), if (i) the Issuer satisfies the Trustee immediately before the giving of such notice that it has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in described under Condition 8 9 (Taxation) as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a any Relevant Jurisdiction (as defined in Condition 8)9 (Taxation)) political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 201420 December 2018, and (ii) such obligation will apply on the occasion of the next payment due in respect of the Notes and cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)8.2, the Issuer shall deliver to the Fiscal Agent Trustee a certificate signed by two directors of the Issuer stating that the Issuer is entitled obligation referred to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of in (i) above cannot be avoided by the Issuer so taking reasonable measures available to redeem have occurredit, and an opinion of independent legal advisers or tax advisors of recognized recognised international standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentamendment has occurred (irrespective of whether such amendment or change is then effective) and the Trustee shall be entitled without further enquiry to accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent above, in which event it shall be conclusive and binding on the Noteholders.

Redemption for Taxation Reasons. The Bonds may be redeemed at If (a) as a result of any change in, or amendment to, the option laws or regulations of a Relevant Jurisdiction (as defined below under “Interpretation”), or any change in the official interpretation of the Issuer in wholelaws or regulations of a Relevant Jurisdiction, but not in part, at any timewhich change or amendment becomes effective after 24th April 2009, on giving the next Interest Payment Date AT&T would be required to pay additional amounts as provided or referred to below under “Payment Without Withholding” and (b) the requirement cannot be avoided by AT&T taking reasonable measures available to it, AT&T may at its option, having given not less than 30 nor more than 60 days’ notice to the Bondholders holders of Notes (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount (together with interest accrued to to, but excluding excluding, the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws, regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws, regulations or treaties, which change or amendment becomes effective on or after June 18, 2014, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), redemption provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer AT&T would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer AT&T shall deliver to the Fiscal Agent trustee a certificate signed by two directors Executive Officers of the Issuer AT&T stating that the Issuer is entitled requirement referred to effect such redemption in (a) above will apply on the next Interest Payment Date and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer AT&T so to redeem have occurred, occurred cannot be avoided by AT&T taking reasonable measures available to it and an opinion of independent legal advisers of recognized international standing to the effect that the Issuer AT&T has or will become obliged to pay such Additional Tax Amounts additional amounts as a result of such the change or amendment, in each case to be held by the trustee and made available for viewing at the offices of the trustee on request by any holder of Notes.

Redemption for Taxation Reasons. The Bonds may be redeemed at If (a) as a result of any change in, or amendment to, the option laws or regulations of a Relevant Jurisdiction (as defined below under “Interpretation”), or any change in the official interpretation of the Issuer in wholelaws or regulations of a Relevant Jurisdiction, but not in part, at any timewhich change or amendment becomes effective after 22nd May 2012, on giving the next Interest Payment Date AT&T would be required to pay additional amounts as provided or referred to below under “Payment Without Withholding” and (b) the requirement cannot be avoided by AT&T taking reasonable measures available to it, AT&T may at its option, having given not less than 30 nor more than 60 days’ notice to the Bondholders holders of Notes (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount (together with interest accrued to to, but excluding excluding, the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws, regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws, regulations or treaties, which change or amendment becomes effective on or after June 18, 2014, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), redemption provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer AT&T would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer AT&T shall deliver to the Fiscal Agent trustee a certificate signed by two directors Executive Officers of the Issuer AT&T stating that the Issuer is entitled requirement referred to effect such redemption in (a) above will apply on the next Interest Payment Date and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer AT&T so to redeem have occurred, occurred cannot be avoided by AT&T taking reasonable measures available to it and an opinion of independent legal advisers of recognized international standing to the effect that the Issuer AT&T has or will become obliged to pay such Additional Tax Amounts additional amounts as a result of such the change or amendment, in each case to be held by the trustee and made available for viewing at the offices of the trustee on request by any holder of Notes.

Redemption for Taxation Reasons. The Bonds If so provided hereon, the Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Reference Date or Interest Payment Date (as the case may be) or, if so specified hereon, at any time, time on giving not less than 30 nor more than 60 days’ ' notice to the Bondholders Noteholders (which notice shall be irrevocable), at their principal amount Redemption Amount (together with interest accrued to (but excluding excluding) the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 7, or increase the payment of such additional amounts, as a result of any change in, or amendment to, the lawslaws (or any regulations, regulations rulings or treaties other administrative pronouncements promulgated thereunder) of a Relevant Jurisdiction (as defined in Condition 8)Singapore or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations regulations, rulings or treatiesother administrative pronouncements, which change or amendment becomes effective is made public on or after June 18, 2014the Issue Date or any other date specified in the Pricing Supplement, and (ii) such obligation obligations cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer shall deliver to the Fiscal Issuing and Paying Agent a certificate signed by two directors a duly authorised officer of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized recognised standing to the effect that the Issuer has or will is likely to become obliged to pay such Additional Tax Amounts additional amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at their principal amount, together with interest accrued to the date of redemption at the option of the Issuer in whole, but not in part, at on any timeInterest Payment Date, on giving not less than 30 nor more than 60 days’ ' notice to the Bondholders Noteholders in accordance with Condition 12 (which notice shall be irrevocable), at their principal amount (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer (or, if the Guarantee were called, the Guarantor) has or will on the occasion of the next payment due in respect of the Notes become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 7 (as a result of any change in, or amendment to, the laws, laws or regulations of the Hellenic Republic or treaties of a Relevant Jurisdiction (as defined in Condition 8)any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014….), and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the Guarantor, as the case may be) would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes (or the Guarantee, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer (or an authorised signatory of the Guarantor, as the case may be) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem the Notes have occurred, occurred and an opinion of independent legal advisers of recognized recognised standing to the effect that the Issuer (or the Guarantor, as the case may be) has or will become obliged to pay such Additional Tax Amounts additional amounts as a result of such change or amendment.

Redemption for Taxation Reasons. (i) The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, part at any time, on giving not less than 30 nor more than 60 days’ ' notice to the Bondholders Noteholders (which notice shall be irrevocable) at their early redemption amount (the "Early Redemption Amount"), at their which shall be equal to 100 per cent. of the outstanding principal amount (of the Notes, together with interest accrued to but excluding the date fixed for redemptionredemption and Additional Amounts (as defined under Condition 7 (Taxation)), if (i) any, if the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 determines that (A) as a result of any change in, or amendment to, the laws, laws affecting taxation (or any regulations or treaties rulings promulgated thereunder) of a Relevant Jurisdiction (as defined in Condition 8)the United States or any political subdivision or taxing authority thereof or therein, or any change in the official application or official interpretation of such laws, regulations or treaties, rulings which change or amendment becomes effective after the Issue Date, it has or will become obliged to pay Additional Amounts on the Notes, or (B) any action (including any of those specified in (A) above) has been taken by any taxing authority of, or any action has been brought in a court of competent jurisdiction in, the United States, whether or not such action was taken or brought with respect to the Issuer, or any change, amendment, application or interpretation shall be officially proposed on or after June 18the Issue Date, 2014which, in any such case, in the written opinion of independent legal advisers of recognised standing, results in a substantial probability that the Issuer will be required to pay Additional Amounts on the Notes as described under Condition 7 (Taxation), and in the case of (iiA) or (B) above, such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), provided however that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer shall deliver to the Fiscal Agent (1) a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an (2) if applicable, the written opinion of independent legal advisers of recognized standing referred to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendmentabove.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is a Floating Rate Note) or, at any time, (if this Note is not a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the Bondholders Noteholders (which notice shall be irrevocable), at their principal amount Early Redemption Amount (as described in Condition 6(b) above) (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws, laws or regulations of the Kingdom of Denmark or treaties of a Relevant Jurisdiction (as defined in Condition 8)any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18, 2014the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure)it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to Before the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors authorised signatories of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognized standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendment.

Redemption for Taxation Reasons. The Bonds may be redeemed at If (a) as a result of any change in, or amendment to, the option laws or regulations of a Relevant Jurisdiction (as defined below under “Interpretation”), or any change in the official interpretation of the Issuer in wholelaws or regulations of a Relevant Jurisdiction, but not in part, at any timewhich change or amendment becomes effective after 27th March 2008, on giving the next Interest Payment Date AT&T would be required to pay additional amounts as provided or referred to below under “Payment Without Withholding” and (b) the requirement cannot be avoided by AT&T taking reasonable measures available to it, AT&T may at its option, having given not less than 30 nor more than 60 days’ notice to the Bondholders holders of Notes (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount (together with interest accrued to to, but excluding excluding, the date fixed for redemption), if (i) the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws, regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws, regulations or treaties, which change or amendment becomes effective on or after June 18, 2014, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), redemption provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer AT&T would be obliged to pay such Additional Tax Amounts additional amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)paragraph, the Issuer AT&T shall deliver to the Fiscal Agent trustee a certificate signed by two directors Executive Officers of the Issuer AT&T stating that the Issuer is entitled requirement referred to effect such redemption in (a) above will apply on the next Interest Payment Date and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer AT&T so to redeem have occurred, occurred cannot be avoided by AT&T taking reasonable measures available to it and an opinion of independent legal advisers of recognized international standing to the effect that the Issuer AT&T has or will become obliged to pay such Additional Tax Amounts additional amounts as a result of such the change or amendment, in each case to be held by the trustee and made available for viewing at the offices of the trustee on request by any holder of Notes.

Redemption for Taxation Reasons. The Bonds Notes may be redeemed at the option of the Issuer Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders Holders (which notice shall be irrevocable), at their principal amount (together with interest accrued to but excluding the date fixed for redemption), if (i) the Issuer Company has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 8 Section 4.05 as a result of any change in, or amendment to, the laws, laws or regulations or treaties of a Relevant Jurisdiction (as defined in Condition 8)Jurisdiction, or any change in the application or official interpretation of such laws, regulations laws or treatiesregulations, which change or amendment becomes effective on or after June 18April 9, 20142019, and (ii) such obligation cannot be avoided by the Issuer Company taking reasonable measures available to it (provided that reincorporation in another jurisdiction shall not be considered a reasonable measure), provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer Company would be obliged to pay such Additional Tax Amounts were a payment in respect of the Bonds Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(b)Section 3.01, the Issuer Company shall deliver to the Fiscal Agent Trustee a certificate signed by two directors of the Issuer Company stating that the Issuer Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer Company so to redeem have occurred, and an opinion of independent legal advisers of recognized standing in the Relevant Jurisdiction to the effect that the Issuer Company has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendment.