Common use of Redemption for Taxation Reasons Clause in Contracts

Redemption for Taxation Reasons. The Issuers may redeem the Notes, at their option, in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on the next date on which any amount would be payable in respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of an independent tax counsel of recognized standing to the effect that the Payor would be 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, in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment on the Notes.

Redemption for Taxation Reasons. The Issuers may redeem Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16 or Article 17, and no sinking fund is provided for the Notes, at their option, in whole, but not in part, at . If any time upon giving not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee isObligor has, or on the next date on which any amount would be payable in respect of the Notes would beInterest Payment Date would, required become obligated to pay to any Holder Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of Amounts as a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal change or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective amendment on or after the later of the date of the Offering Memorandum (or if the applicable Relevant Jurisdiction became a Relevant Jurisdiction on a date after the date a jurisdiction becomes of the Offering Memorandum, such later date) in the laws or any rules or regulations of a Relevant Taxing Jurisdiction. Notwithstanding Jurisdiction or any change or amendment on or after the foregoingdate of the Offering Memorandum (or such later date) in an interpretation, no administration or application of such notice laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of redemption will be given earlier than 90 days prior to such Relevant Jurisdiction (including the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery enactment of any notice legislation and the formal announcement or publication of redemption any judicial decision or regulatory or administrative interpretation or determination) (each, a “Change in Tax Law”), the Company may, at its option, redeem for cash all, but not part, of the Notes pursuant to then outstanding (except in respect of Excluded Holders that have complied with Section 16.04) (a “Tax Redemption”) at the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing Redemption Price; provided that the conditions precedent to their right so to redeem have been satisfied Company may only elect a Tax Redemption if (including that x) the relevant Obligor cannot avoid such obligation to pay such Additional Amounts cannot be avoided by the Payor taking commercially reasonable measures available to it) , and (2y) the Company delivers to the Trustee an opinion of an independent tax outside legal counsel of recognized standing in the Relevant Jurisdiction attesting to the effect that the Payor would be obligated to pay Additional Amounts as a result of a such Change in Tax Law. The Trustee will accept such Officer’s Certificate Law and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated Amounts. Any Tax Redemption Date must be prior to make at least one payment on the NotesMay 1, 2023.

Redemption for Taxation Reasons. The Issuers may redeem the Notes, at their option, in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100100.0% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor Payor, with respect to the Notes or a Guarantee is, or on the next date on which any amount would be payable in respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent paying agent or, where such action payment would be reasonable, the payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must be announced and become effective on or after the later of the date of the this Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing JurisdictionMemorandum. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee Trustee, each in a form reasonably acceptable to the Trustee, (1a) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2b) an opinion of an independent tax counsel of recognized standing to the effect that the Payor is or would be 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, in which event it will be conclusive and binding on the Holders. The foregoing provisions will (a) apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In additiontherein and (b) survive any termination, defeasance or discharge of the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment on the NotesIndenture.

Redemption for Taxation Reasons. The Issuers may redeem Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes, at their option, in whole, but not in part, at . If any time upon giving not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee isObligor has, or on the next date on which any amount would be payable in respect of the Notes would beInterest Payment Date would, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of an independent tax counsel of recognized standing to the effect that the Payor would be obligated to pay to any Holder Additional Amounts as a result of any change or amendment on or after the date of this Indenture (or if the applicable Relevant Jurisdiction became a Relevant Jurisdiction on a date after the date of this Indenture, such later date) in the laws or any rules or regulations of a Relevant Jurisdiction or any change or amendment on or after the date of this Indenture (or such later date) in an interpretation, administration or application of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of such Relevant Jurisdiction (including the enactment of any legislation and the formal announcement or publication of any judicial decision or regulatory or administrative interpretation or determination) (each, a “Change in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence ”), the Company may, at its option, redeem for cash all, but not part, of the satisfaction Notes then outstanding (except in respect of Excluded Holders that have complied with Section 16.04) (a “Tax Redemption”) at the conditions precedent described above, in which event it will be conclusive and binding on Redemption Price; provided that the Holders. The foregoing provisions will apply mutatis mutandis to Company (i) may only elect a Tax Redemption if (x) the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s relevant Obligor cannot avoid such obligation to pay Additional Amounts only after by taking commercially reasonable measures available to it, and (y) the Guarantor is obligated Company delivers to make at least one payment on the NotesTrustee an opinion of outside legal counsel of recognized standing in the Relevant Jurisdiction attesting to such Change in Tax Law and obligation to pay Additional Amounts and (ii) may not elect a Tax Redemption if it has delivered a Mandatory Exchange Notice in accordance with Section 14.13(c). Any Redemption Date must be prior to January 15, 2027.

Redemption for Taxation Reasons. The Issuers may If as a result of any change in or amendment to the statutes (or any rules or regulations thereunder) of a Relevant Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such statutes, 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 interpretation, is announced on or after September 5, 2013 or, if the Relevant Taxing Jurisdiction has changed after September 5, 2013, the date on which such change occurred, the Company or its successor is, or will become, obligated to pay Additional Amounts as described under Section 4.07, the Company or its successor may, at its option, redeem all, but not less than all, of the Notes, for cash at a Redemption Price equal to 100% of their optionprincipal amount, in wholetogether with accrued and unpaid interest to, but not in partexcluding, at any time the Redemption Date and Additional Amounts, if any, upon giving irrevocable notice not less than 10 20 calendar days nor more than 60 days’ noticecalendar days prior to the Redemption Date. However, at if the Redemption Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest due on such payment date to the record Holder on the Regular Record Date corresponding to such Interest Payment Date, and the Redemption Price payable to the Holder who presents the Note for redemption price equal to will be 100% of the principal amount thereof, together with accrued of such Note and unpaid interest, if any, to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on the next date on which any amount would be payable in respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such No notice of such tax redemption will may be given earlier than 90 60 calendar days prior to the earliest date on which the Payor would Company or any such successor would, but for such tax redemption, be obligated to make such payment of pay the Additional Amounts. Prior Notwithstanding the foregoing, the Company or any such successor shall not have the right to so redeem the Notes unless it has taken reasonable measures to avoid the obligation to pay Additional Amounts. In the event that the Company or any successor elects to so redeem the notes, it shall deliver to the publicationTrustee: (1) a certificate, mailing signed in the Company’s name or delivery its successor’s name by any two of any notice of redemption of its executive officers stating that it is entitled to redeem the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption their terms and setting forth a statement of facts showing that the condition or conditions precedent to their its right or the right of any successor to so to redeem have occurred or been satisfied (including including, that the obligation to pay it cannot avoid payment of such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) it and that all governmental requirements necessary for the Company or any successor to effect the redemption have been complied with; and (2) an opinion Opinion of an independent tax counsel of recognized standing Counsel, who is acceptable to the Trustee, to the effect that the Payor would be Company or its successor has or will become obligated to pay Additional Amounts as a result of the change or amendment. Notwithstanding the foregoing, if the Company or its successor has given notice of a Change in Tax Law. The Trustee will accept such Officer’s Certificate and opinion tax redemption as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it each Holder of Notes shall have the right to elect that such Holder’s Notes will not be conclusive and binding on the Holderssubject to such tax redemption. The foregoing provisions will apply mutatis mutandis If a Holder elects not to the laws and official positions of any jurisdiction in which any successor be subject to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In additionredemption, the foregoing provisions Company or its successor will apply not be required to pay Additional Amounts with respect to payments made in respect of such Hxxxxx’s Notes following the Redemption Date, and all subsequent payments in respect of such Hxxxxx’s Notes will be subject to any tax required to be withheld or deducted under the laws of a Guarantor’s Relevant Taxing Jurisdiction. The obligation to pay Additional Amounts only after to any electing Holder for periods up to the Guarantor is obligated Redemption Date will remain subject to make at least one payment on the Notesexceptions set forth under Section 4.07. Holders must exercise their option to elect to avoid a tax redemption by written notice to the Trustee no later than the 15th calendar day prior to the Redemption Date.

Redemption for Taxation Reasons. The Issuers may redeem the Notes, at their option, in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on the next date on which any amount would be payable in respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action payment would be reasonable, the payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing JurisdictionCircular. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of an independent tax counsel of recognized standing to the effect that the Payor would be 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, in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment on the Notes.

Redemption for Taxation Reasons. The Issuers may Company will be entitled, at its option, to redeem the Notes in whole if at any time it becomes obligated to pay additional amounts on the Notes on the next interest payment date with respect to the Notes, at their optionbut only if its obligation results from a change in, or an amendment to, the laws or treaties (including any regulations or official rulings promulgated thereunder) of a Relevant Tax Jurisdiction (or a political subdivision or taxing authority thereof or therein), or from a change in wholeany official position regarding the interpretation, but administration or application of those laws, treaties, regulations or official rulings (including a change resulting from a holding, judgment or order by a court of competent jurisdiction), that becomes effective and is announced after the Issue Date (or, if the applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the Issue Date, such later date) and provided the Company cannot avoid the obligation after taking reasonable measures to do so. If the Company redeems the Notes in partthese circumstances, at any time upon giving not less than 10 nor more than 60 days’ notice, it will do so at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed, together with plus accrued and unpaid interest, if any, and any other amounts due to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts. If the Company becomes entitled to redeem the Notes in these circumstances, if anyit may do so at any time on a redemption date of its choice. However, then due or that will become due on the Tax Redemption Date as a result Company must give the Holders of Notes being redeemed notice of the redemption not less than 30 days or otherwise, if more than 60 days before the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on redemption date and not more than 90 days before the next date on which any amount it would be payable obligated to pay additional amounts. In addition, the Company’s obligation to pay additional amounts must remain in respect effect when it gives the notice of redemption. Notice of the Company’s intent to redeem the Notes would be, required shall not be effective until such time as it delivers to the Trustee both a certificate signed by two of its officers stating that the obligation to pay any Additional Amounts, and such obligation additional amounts cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of independent legal counsel or an independent tax counsel of recognized standing to the effect auditor stating that the Payor would be Company is obligated to pay Additional Amounts additional amounts because of an amendment to or change in law, treaties or position as a result of a Change described in Tax Lawthe preceding paragraph. The Trustee will accept such OfficerIn addition to the Company’s Certificate and opinion rights to redeem Notes as sufficient evidence of the satisfaction of the conditions precedent described set forth above, the Company may at any time and from time to time purchase Notes in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized open-market transactions, tender offers or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment on the Notesotherwise.

Redemption for Taxation Reasons. The Issuers may redeem the Notes, at their option, in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on the next date on which any amount would be payable in respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action payment would be reasonable, the payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. 8 With respect to the Initial Notes. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing JurisdictionCircular. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of an independent tax counsel of recognized standing to the effect that the Payor would be 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, in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment on the Notes.

Redemption for Taxation Reasons. The Issuers may redeem the NotesCompany will be entitled, at their its option, to redeem either series of Notes in whole, but not in part, whole if at any time upon giving it becomes obligated to pay additional amounts on such series of Notes on the next interest payment date with respect to such Notes, but only if its obligation results from a change in, or an amendment to, the laws or treaties (including any regulations or official rulings promulgated thereunder) of a Relevant Tax Jurisdiction (or a political subdivision or taxing authority thereof or therein), or from a change in any official position regarding the interpretation, administration or application of those laws, treaties, regulations or official rulings (including a change resulting from a holding, judgment or order by a court of competent jurisdiction), that becomes effective and is announced after the Issue Date (or, if the applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the Issue Date, such later date) and provided the Company cannot less than 10 nor more than 60 days’ noticeavoid the obligation after taking reasonable measures to do so. If the Company redeems either series of Notes in these circumstances, it will do so at a redemption price equal to 100% of the principal amount thereofof the Notes of such series redeemed, together with plus accrued and unpaid interest, if any, and any other amounts due to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts. If the Company becomes entitled to redeem either series of Notes in these circumstances, if anyit may do so at any time on a redemption date of its choice. However, then due or that will become due on the Tax Redemption Date as a result Company must give the Holders of such series of Notes being redeemed notice of the redemption not less than 30 days or otherwise, if more than 60 days before the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on redemption date and not more than 90 days before the next date on which any amount it would be payable obligated to pay additional amounts. In addition, the Company’s obligation to pay additional amounts must remain in respect effect when it gives the notice of redemption. Notice of the Company’s intent to redeem either series of Notes would be, required shall not be effective until such time as it delivers to the Trustee both a certificate signed by two of its officers stating that the obligation to pay any Additional Amounts, and such obligation additional amounts cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of independent legal counsel or an independent tax counsel of recognized standing to the effect auditor stating that the Payor would be Company is obligated to pay Additional Amounts additional amounts because of an amendment to or change in law, treaties or position as a result of a Change described in Tax Lawthe preceding paragraph. The Trustee will accept such OfficerIn addition to the Company’s Certificate and opinion rights to redeem Notes as sufficient evidence of the satisfaction of the conditions precedent described set forth above, the Company may at any time and from time to time purchase Notes in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized open-market transactions, tender offers or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment on the Notesotherwise.

Redemption for Taxation Reasons. The Issuers may redeem the Noteswill be entitled, at their option, to redeem the Notes in whole, but not in part, whole if at any time upon giving it becomes obligated to pay additional amounts on the Notes on the next Interest Payment Date with respect to the Notes, but only if the obligation results from a change in, or an amendment to, the laws or treaties (including any regulations or official rulings promulgated thereunder) of a Relevant Tax Jurisdiction (or a political subdivision or taxing authority thereof or therein), or from a change in any official position regarding the interpretation, administration or application of those laws, treaties, regulations or official rulings (including a change resulting from a holding, judgment or order by a court of competent jurisdiction), that becomes effective and is announced after the Issue Date (or, if the applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the Issue Date, such later date) and provided the Issuers cannot less than 10 nor more than 60 days’ noticeavoid the obligation after taking reasonable measures to do so. If the Issuers redeem the Notes in these circumstances, it will do so at a redemption price Redemption Price equal to 100% of the principal amount thereofof the Notes redeemed, together with plus accrued and unpaid interest, if any, and any other amounts due to, but excluding, the Redemption Date. If the Issuers become entitled to (but not including) redeem the Tax Redemption Date (subject to Notes in these circumstances, it may do so at any time on a redemption date of its choice. However, the right of Issuers must give the Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result Notes being redeemed notice of the redemption not less than 10 days or otherwise, if more than 60 days before the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on redemption date and not more than 90 days before the next date on which any amount they would be payable obligated to pay additional amounts. In addition, the Issuers’ obligation to pay additional amounts must remain in respect effect when they give the notice of redemption. Notice of the Issuers’ intent to redeem the Notes would be, required shall not be effective until such time they deliver to the Trustee an Officers’ Certificate stating that the obligation to pay any Additional Amounts, and such obligation additional amounts cannot be avoided by taking reasonable measures available and an opinion of independent legal counsel or an independent auditor stating that the Issuers are obligated to such Payor (including the appointment of a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction pay additional amounts because of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required amendment to take any measures that or change in law, treaties or position as described in the preceding paragraph. In addition to the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences rights to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the redeem Notes pursuant to the foregoingas set forth above, the Issuers will deliver may at any time and from time to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of an independent tax counsel of recognized standing to the effect that the Payor would be obligated to pay Additional Amounts as a result of a Change time purchase Notes in Tax Law. The Trustee will accept such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described aboveopen-market transactions, in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized tender offers, privately negotiated purchases or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment on the Notesotherwise.

Redemption for Taxation Reasons. The Issuers may redeem the Notes, at their option, in whole, but not in part, at any time upon giving not less than 10 ten (10) nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on the next date on which any amount would be payable in respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of an independent tax counsel of recognized standing to the effect that the Payor would be 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, in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment on the Notes.

Redemption for Taxation Reasons. The Issuers may Company will be entitled, at its option, to redeem the Notes in whole if at any time it becomes obligated to pay additional amounts on the Notes on the next interest payment date with respect to the Notes, at their optionbut only if its obligation results from a change in, or an amendment to, the laws or treaties (including any regulations or rulings promulgated thereunder) of a Relevant Tax Jurisdiction (or a political subdivision or taxing authority thereof or therein), or from a change in wholeany official position regarding the interpretation, but administration or application of those laws, treaties, regulations or rulings (including a change resulting from a holding, judgment or order by a court of competent jurisdiction), that becomes effective and is announced after the Issue Date (or, if the applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the Issue Date, such later date) and provided the Company cannot avoid the obligation after taking reasonable measures to do so. If the Company redeems the Notes in partthese circumstances, at any time upon giving not less than 10 nor more than 60 days’ notice, it will do so at a redemption price equal to 100% of the principal amount thereofof the Notes redeemed, together with plus accrued and unpaid interest, if any, and any other amounts due to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts. If the Company becomes entitled to redeem the Notes in these circumstances, if anyit may do so at any time on a redemption date of its choice. However, then due or that will become due on the Tax Redemption Date as a result Company must give the Holders of the Notes being redeemed notice of the redemption not less than 30 days or otherwise, if more than 60 days before the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on redemption date and not more than 90 days before the next date on which any amount it would be payable obligated to pay additional amounts. In addition, the Company’s obligation to pay additional amounts must remain in respect effect when it gives the notice of redemption. Notice of the Company’s intent to redeem the Notes would be, required shall not be effective until such time as it delivers to the Trustee both a certificate signed by two of its officers stating that the obligation to pay any Additional Amounts, and such obligation additional amounts cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of independent legal counsel or an independent tax counsel of recognized standing to the effect auditor stating that the Payor would be Company is obligated to pay Additional Amounts additional amounts because of an amendment to or change in law, treaties or position as a result of a Change described in Tax Lawthe preceding paragraph. The Trustee will accept such OfficerIn addition to the Company’s Certificate and opinion rights to redeem Notes as sufficient evidence of the satisfaction of the conditions precedent described set forth above, the Company may at any time and from time to time purchase Notes in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized open-market transactions, tender offers or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment on the Notesotherwise.

Redemption for Taxation Reasons. The Issuers may redeem the Notes, at their option, in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the Tax Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date as a result of the redemption or otherwise, otherwise if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee is, or on the next date on which any amount would be payable in respect of the Notes would be, required to pay any Additional Amounts, and such obligation cannot be avoided by taking reasonable measures available to such Payor (including the appointment of a new Paying Agent or, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person Person of any material legal or regulatory burden or the incurrence by such person Person of additional material costs, or would otherwise result in any material adverse consequences to such personPerson. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication, mailing or delivery of any notice of redemption of the Notes pursuant to the foregoing, the Issuers will deliver to the Trustee (1) an Officer’s Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation to pay such Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it) and (2) an opinion of an independent tax counsel of recognized standing to the effect that the Payor would be 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, in which event it will be conclusive and binding on the Holders. The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the The foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after survive any termination, defeasance or discharge of the Guarantor is obligated to make at least one payment on the NotesIndenture.

Redemption for Taxation Reasons. The Issuers Notes may redeem be redeemed at the Notes, at their option, option of the Relevant 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 upon (if this Note is neither a Floating Rate Note nor an Index Linked Note), on giving not less than 10 30 nor more than 60 days’ notice, ' notice to the Note Trustee and the Noteholders in accordance with Condition ‎17 (Notices) (which notice shall be irrevocable) at a redemption price equal to 100% of the principal amount thereof, their Early Redemption Amount (as described in Condition ‎6(b) (Early Redemption) above) (together with interest accrued and unpaid interestto the date fixed for redemption), if any, to (but not includingi) the Tax Redemption Date (subject to Relevant Issuer satisfies the right Note Trustee immediately before the giving of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to such notice that it has or on the redemption date) and all Additional Amounts, if any, then due or that will become due on the Tax Redemption Date obliged to pay additional amounts as described under Condition ‎9 (Taxation) as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of a Change in Tax Law, any Payor with respect to the Notes or a Guarantee ischange in, or amendment to, the laws or regulations of the United Kingdom 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 or regulations, which change or amendment becomes effective on or after the next date on which any amount would be payable in respect agreement is reached to issue the first Tranche of the Notes would be, required to pay any Additional AmountsNotes, and (ii) such obligation cannot be avoided by the Relevant Issuer taking reasonable measures available to such Payor (including the appointment of a new Paying Agent orit, where such action would be reasonable, payment through another Payor); provided that changing the jurisdiction of an Issuer is not a reasonable measure for purposes of this section; provided further that no Payor shall be required to take any measures that in the Issuers’ good-faith determination would result in the imposition on such person of any legal or regulatory burden or the incurrence by such person of additional costs, or would otherwise result in any adverse consequences to such person. In the case of any Payor, the Change in Tax Law with respect to a given Relevant Taxing Jurisdiction must become effective on or after the later of the date of the Offering Memorandum or the date a jurisdiction becomes a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will shall be given earlier than 90 days prior to the earliest date on which the Payor Relevant Issuer would be obligated obliged to make pay such additional amounts were a payment in respect of Additional Amountsthe Notes then due. Prior to the publication, mailing or delivery publication of any notice of redemption of the Notes pursuant to the foregoingthis Condition ‎6(c) (Redemption for Taxation Reasons), the Issuers will Relevant Issuer shall deliver to the Note Trustee (1) an Officer’s Certificate a certificate signed by two directors of the Relevant Issuer stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied (including that the obligation referred to pay such Additional Amounts in ‎(i) above cannot be avoided by the Payor Relevant Issuer taking reasonable measures available to it) it and (2) an opinion of an independent tax counsel of recognized standing the Note Trustee shall be entitled to the effect that the Payor would be obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept such Officer’s Certificate and opinion certificate as sufficient evidence of the satisfaction of the conditions condition precedent described set out in ‎(ii) above, in which event it will shall be conclusive and binding on the HoldersNoteholders and Couponholders. The foregoing provisions will apply mutatis mutandis to the laws and official positions All Notes in respect of any jurisdiction in which any successor to a Payor such notice is organized or otherwise considered to given shall be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the foregoing provisions will apply with respect to a Guarantor’s obligation to pay Additional Amounts only after the Guarantor is obligated to make at least one payment redeemed on the Notesdate specified in such notice in accordance with this Condition.